Shares not validly issued when no board approval. A corporate name must be distinguishable in the Secretary of.State's records from the names of other entities on file with the. Bylaws set out the governance rules of a corporation and can contain any provision for managing the corporation that is not inconsistent with. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. Download and fill out the Transmittal Form - Corporation (CD 227) from the Georgia Secretary of State website. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. Generally, Shareholders of an LLC are entitled to freely transfer their shares without the consent of other shareholders and an LLC. Nonresidents only need to file a single consent in the year in which the Subchapter "S" Corporation is first required to file a. Smaller corporations typically issue paper stock certificates.