ASSOCIATIONS, PROFESSIONAL
CORPORATIONS, BUSINESS AND PROFESSIONAL
CORPORATIONS, NONPROFIT
PARTNERSHIPS, GENERAL
PARTNERSHIPS, LIMITED
Citation: O.C.G.A. Section 14-10-18
Applicability of corporation laws; inapplicability of partnership
laws.
Regulating Agency: None.
Requirement: To keep the same records as are
required to be kept by corporations.
Persons Affected: Members of professional
associations organized pursuant to O.C.G.A. Title 14, Chapter 10.
Retention Period: See the entries for
"Corporations, Business and Professional" and "Corporations,
Nonprofit" listed below.
Citation: O.C.G.A. Section 14-2-1601
Corporate records.
Regulating Agency: None.
Requirement: To keep in written form or in
another form capable of conversion into written form within a
reasonable time (1) minutes of all meetings of its shareholders
and board of directors; (2) executed consents evidencing all
actions taken by the shareholders or board of directors without a
meeting; (3) a record of all actions taken by a committee of the
board of directors in place of the board of directors on behalf
of the corporation; (4) waivers of notice of all meetings of the
board of directors and its committees; (5) appropriate accounting
records; and (6) a record of the corporation's shareholders, in a
form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each.
Persons Affected: All corporations organized
under the Georgia Business Corporation Code (O.C.G.A. Title 14,
Chapter 2) and all corporations subject to an election to
practice as a professional corporation pursuant to O.C.G.A.
Section 14-7-3.
Retention Period: Items (1) through (4) above,
permanent; items (5) and (6) above, not specified.
Citation: O.C.G.A. Section 14-2-1602
Inspection of records by shareholders.
Regulating Agency: None.
Requirement: To keep a copy of (1) the
corporation's articles or restated articles of incorporation and
all amendments to them currently in effect; (2) the corporation's
bylaws or restated bylaws and all amendments to them currently in
effect; (3) resolutions adopted by either the corporation's
shareholders or its board of directors increasing or decreasing
the number of directors, the classification of directors, if any,
and the names and residence addresses of all members of the board
of directors; (4) resolutions adopted by its board of directors
creating one or more classes or series of shares, and fixing
their relative rights, preferences, and limitations, if shares
issued pursuant to those resolutions are outstanding and any
resolutions adopted by the board of directors that affect the
size of the board of directors; (5) the minutes of all
shareholders' meetings, executed waivers of notice of meetings,
and executed written consents evidencing all action taken by
shareholders without a meeting; (6) all written communications to
shareholders generally, including the financial statements
furnished under Code Section 14-2-1620; (7) a list of the names
and business addresses of its current directors and officers; and
(8) the corporation's most recent annual registration delivered
to the Secretary of State under Code Section 14-2-1622.
Persons Affected: All corporations organized
under the Georgia Business Corporation Code (O.C.G.A. Title 14,
Chapter 2) and all corporations subject to an election to
practice as a professional corporation pursuant to O.C.G.A.
Section 14-7-3.
Retention Period: Items (1) through (4) above,
not specified; items (5) and (6) above, three years; items (7)
and (8), retain until replaced.
Citation: O.C.G.A. Section 14-3-1601 Required
corporate records.
Regulating Agency: None.
Requirement: (1) To keep minutes of all meetings
of the corporation's members and board of directors, executed
consents evidencing all actions taken by the members or board of
directors without a meeting, a record of all actions taken by a
committee of the board of directors in place of the board of
directors on behalf of the corporation, and waivers of notice of
all meetings of the board of directors and its committees; (2) To
maintain appropriate accounting records; (3) To maintain a record
of the corporation's members in a form that permits preparation
of a list of the name and address of all members, in alphabetical
order by class, showing the number of votes each member is
entitled to cast. NOTE: The corporation's
records must be maintained in written form or in another form
capable of conversion into written form within a reasonable time.
Persons Affected: All corporations organized
under the Georgia Nonprofit Corporation Code (O.C.G.A. Title 14,
Chapter 3).
Retention Period: Permanent.
Citation: O.C.G.A. Section 14-3-1602 Members'
right to copy and inspect records.
Regulating Agency: None.
Requirement: To keep (1) the corporation's
articles or restated articles of incorporation and all amendments
to them currently in effect; (2) the corporation's bylaws or
restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by either its members or board of
directors increasing or decreasing the number of directors or the
classification of directors, or relating to the characteristics,
qualifications, rights, limitations, and obligations of members
or any class or category of members; (4) resolutions adopted by
either the corporation's members or board of directors relating
to the characteristics, qualifications, rights, limitations, and
obligations of members or any class or category of members; (5)
the minutes of all meetings of members and records of all actions
approved by the members; (6) all written communications to
members generally, including financial statements furnished under
Code Section 14-3-1620; (7) a list of the names and business or
home addresses of its current directors and officers; and (8) its
most recent annual report delivered to the Secretary of State
under Code Section 14-3-1622.
Persons Affected: All corporations organized
under the Georgia Nonprofit Corporation Code (O.C.G.A. Title 14,
Chapter 3.)
Retention Period: With respect to items (5) and
(6) above, the past three years; with respect to all other items,
not specified.
Citation: O.C.G.A. Section 14-8-19
Partnership books.
Regulating Agency: None.
Requirement: To keep, subject to any agreement
between the partners, the partnership books at the principal
place of business of the partnership.
Persons Affected: The partners of a partnership
formed pursuant to the Georgia Uniform Partnership Act (O.C.G.A.
Title 14, Chapter 8).
Retention Period: Not specified.
Citation: O.C.G.A. Section 14-9-105 Records
to be kept.
Regulating Agency: None.
Requirement: To keep (1) a current list of the
full name and last known business address of each partner,
separately identifying in alphabetical order the general partners
and the limited partners; (2) a copy of the certificate of
limited partnership, all certificates of amendment thereto, and
all certificates of merger filed in mergers of which the limited
partnership was the surviving partnership, together with executed
copies of any powers of attorney pursuant to which any
certificate has been executed; (3) copies of the limited
partnership's federal, state, and local income tax returns and
reports, if any; (4) copies of any then effective written
partnership agreements, of any merger agreements in connection
with mergers of which the limited partnership was the surviving
partnership, and of any annual financial statement of the limited
partnership; and (5), unless contained in a written partnership
agreement, a writing or writings setting out (a) the cash and
property contributed by each partner to the capital of the
partnership and (b) the cash and property to be contributed by
each partner to the capital of the partnership and terms upon
which such contributions are to be made.
Persons Affected: The general partners of
limited partnerships formed pursuant to the Georgia Revised
Uniform Limited Partnership Act (O.C.G.A. Title 14, Chapter 9).
Retention Period: Items (1), (2), and (5) above,
not specified; items (3) and (4) above, the most recent four
years.