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Lawskills.com Georgia Caselaw
SAINT FRANCIS HOSPITAL, INC. v. DION et al.
45957.
DEEN, Judge.
Plea to jurisdiction. Fulton Superior Court. Before Judge Pye.
Code Ann. 22-1814.1 (Ga. L. 1947, p. 1544) establishing the method for changing the principal place of business as opposed to a branch office had been approved on March 28 of that year immediately prior to the filing of the petition for incorporation in July and it provided for amending the charter when the principal office of the corporation was desired to be in another county by petitioning for a charter amendment to the judge of the superior court of the county to which the office was to be transferred. This was not done. Obviously, then, the principal office and place of doing business at the time of incorporation was Fulton County, Ga. Under the present Georgia Business Corporation Code (Ga. L. 1968, p. 565 et seq.), Code Ann. 22-404 provides: "For the purpose of determining venue each domestic corporation . . . authorized to transact business in this State shall be deemed to reside in the county where its registered office is maintained. If any such corporation fails to maintain a registered office it shall be deemed to reside in the county in this State where its last-named registered office or principal office, as shown by the records of the Secretary of State, was maintained." Registration is accomplished by means of stating the initial registered office in the articles of incorporation (Code Ann. 22-802) which need not be the same as its place of business (Code Ann. 22-401 (1)) and which it may change by executing and filing a statement to that effect with the Secretary of State (Code Ann. 22-402 (a, 2)) or by indicating such change on its annual report (Code Ann. 22-402 (c)). The defendant corporation, legally resident in Fulton County at the time of its incorporation, has made use of none of these methods to indicate to the State of Georgia and the general public doing business with it that it has no place of doing business in Fulton County and desires to be considered resident in Muscogee County. Although it did in fact file an annual return as required by law it failed to name thereon any registered office, and accordingly, the legal presumption arises that such residence remains the same as it was at the time of incorporation. For this reason alone the trial court properly denied a motion for summary judgment filed by the defendant corporation and setting out by means of two affidavits that its place of business was as a matter of fact Muscogee County, Ga., that it did not have and never had had a place of doing business in Fulton County, and that the plaintiff's action against it, filed in the Superior Court of Fulton County, was a mere nullity because the court was without jurisdiction of either of the defendants.
The trial court did not err in overruling appellant's motion for summary judgment based on improper venue, improper jurisdiction, and improper service of process.
Beryl H. Weiner, for appellee.
Powell, Goldstein, Frazer & Murphy, Robert W. Patrick, Jerry B. Blackstock, for appellant.
SUBMITTED FEBRUARY 1, 1971 -- DECIDED FEBRUARY 19, 1971.
Friday May 22 16:12 EDT


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