Title 14, Chapter 2, Section 120
( 14-2-120)
(a) A document must satisfy the requirements of this Code section
and of any other Code section that adds to or varies these
requirements to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the
office of the Secretary of State. (c) The document must contain the information required by this
chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. A corporate name
need not be in English if written in English letters or Arabic or
Roman numerals, and the certificate of existence required of foreign
corporations need not be in English if accompanied by a reasonably
authenticated English translation. (f) The document must be executed: (1) By the chairperson of the board of directors of a domestic or
foreign corporation, by its president, or by another of its
officers; (2) If directors have not been selected or the corporation has not
been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or
other court appointed fiduciary, by that fiduciary; provided, however, that the person executing the document may do so
as an attorney in fact. Powers of attorney relating to the
execution of the document do not need to be shown to or filed with
the Secretary of State. (g) The person executing the document shall sign it and state
beneath or opposite his or her signature his or her name and the
capacity in which he or she signs; provided, however, that if the
document is electronically transmitted, the electronic version of
such person's name may be used in lieu of a signature. The document
may but need not contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-2-503 and 14-2-1509), the correct filing fee, any certificate required by Code Section 14-2-201.1, 14-2-1006.1, 14-2-1105.1, or 14-2-1403.1, and any penalty required by this chapter or other law. (i) Notwithstanding the provisions of this chapter, the Secretary of
State may authorize the filing of documents by electronic
transmission, following the provisions of Chapter 12 of Title 10,
the "Georgia Electronic Records and Signatures Act," and the
Secretary of State shall be authorized to promulgate such rules and
regulations as are necessary to implement electronic filing
procedures. |