Georgia Corporate Bylaws

The Georgia corporate bylaws are the formally accepted rules corporations implement to govern themselves. These provisions authorize board directors and officers to wield their office’s powers while detailing the rules they must follow.

Last updated December 6th, 2024

The Georgia corporate bylaws are the formally accepted rules corporations implement to govern themselves. These provisions authorize board directors and officers to wield their office’s powers while detailing the rules they must follow.

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Are bylaws required in Georgia?

Yes, corporations in Georgia must have bylaws that present a corporation’s policies and procedures in detail.[1]

Georgia Corporate Laws

  • Corporate Tax: A corporate tax of “5.39% of a corporation’s Georgia taxable net income.” [2][3]
  • Board: The board of directors wields “all corporate powers” (legally available) to manage a corporation while remaining in accordance with the articles of incorporation and the bylaws.[4]
    • Number – The number of directors on the board is fixed, increased, or decreased by the bylaws so long as any amendment on this minimum number “be adopted by the shareholders.”[5]
    • Qualifications – All board directors must be a natural person no younger than “18 years of age.”[6]
    • Elections – Director elections occur annually “unless their terms are staggered.”[7]
    • Staggered Terms – The articles of incorporation, or the bylaws, can stagger elections by dividing “the number of directors into two or three groups” but if the first group’s term expires on the first annual shareholder meeting, then the second group must expire at the second annual shareholder meeting.[8]
    • Fiduciary Duties – Directors operate under the “presumption that the process” to make decisions is engaged in good faith as well as for the corporation’s best interests.[9]
  • Officers: The bylaws or board of directors formally appoint officers so long as one officer is assigned to keep meeting minutes and in “maintaining and authenticating records.”[10]
  • Meetings: A provision in the bylaws that specifically defines the “percentage of shares” required to call a special meeting is not a voting or quorum requirement.[11]
  • Quorum: The bylaws (or the articles of incorporation) can approve a quorum to be “no fewer than one-third” of the number of directors they have prescribed.[12]
  • Emergency Bylaws: A set of bylaws that designate substitute directors and set quorum and meeting requirements during an emergency; however, such bylaws “are not effective after the emergency ends.”[13]

Sources

  1. GA Code § 14-2-206 (2023)
  2. GA Code § 48-7-21 (2023)
  3. Georgia DOR
  4. GA Code § 14-2-801 (2023)
  5. GA Code § 14-2-803 (2023)
  6. GA Code § 14-2-802 (2023)
  7. GA Code § 14-2-803 (2023)
  8. GA Code § 14-2-806 (2023)
  9. GA Code § 14-2-830 (2023)
  10. GA Code § 14-2-840 (2023)
  11. GA Code § 14-2-702 (2023)
  12. GA Code § 14-2-824 (2023)
  13. GA Code § 14-2-207 (2023)