Standing.
O.C.G.A. § 14-2-741
in effect14-2-741. Standing.
A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time;
(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and
(3) For a corporation with one or more classes of shares described in subsection (c) of Code Section 14-2-601 listed on a national securities exchange, at the time of the act or omission complained of, owns a number of the shares described in paragraph (2) of subsection (c) of Code Section 14-2-601 sufficient to meet an ownership threshold to commence a derivative proceeding in the right of the corporation identified in the corporation's articles of incorporation or bylaws, provided that the ownership threshold established by the corporation in its articles of incorporation or bylaws does not exceed 1 percent of the outstanding shares described in paragraph (2) of subsection (c) of Code Section 14-2-601.
(Code 1981, § 14-2-741, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 29.) (Amended by Ga. L. 2026, Act 460 (HB 1185), eff. July 1, 2026.)
Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://www.legis.ga.gov/api/legislation/document/20252026/248645Fetched: 10/24/2026