Marietta Motel, Ltd. v. Rogers

226 S.E.2d 128, 138 Ga. App. 331, 1976 Ga. App. LEXIS 2150

• Court: Court of Appeals of Georgia
• Decided: April 5, 1976
• Docket: 51893; 51894
• Status: Published

Opinion

Quillian, Judge.

The sole question presented in each of these appeals is whether the appellants were entitled to the exemption status set forth in Code Ann. § 97-107 (i) (Ga. L. 1957, pp. 134,150; 1959, pp. 89,92,93,98; 1960, pp. 957,960; 1961, p. 457; 1963, pp. 557, 560), now repealed (Ga. L. 1973, pp. 1202,1260) but here controlling. The section in question provided an exemption for: "Subscription for shares of the capital stock of a corporation prior to the incorporation thereof when no commission or other remuneration is paid or given for or in connection with the subscription, and: (1) the number of subscribers does not exceed 15; or (2) the amount raised by such subscription does not exceed $25,000.” While in Fortier v. Ramsey, 136 Ga. App. 203 (220 SE2d 753), this court held that limited partnership interests sold by the defendants in that case were securities within the meaning of Ga. L. 1957, pp. 134,136, the decision did not say they were corporate securities or in any way imply that all laws relative to corporations of necessity would be applicable. Although some of the exemptions in Code Ann. § 97-107 applied to "securities” in general, Code Ann. § 97-107 (i) by its terms applied to the capital stock of corporations only and did not apply to a limited partnership.

Submitted March 2, 1976 Decided April 5, 1976. Holcomb & McDuff, Terry E. Willis, Frank D. Holcomb, for appellants. Hopkins, Gresham & Whitley, Robert E. Whitley, Gregory T. Presmanes, for appellee (case no. 51893). Spearman, Thrasher & Costanzo, William L. Spearman, H. Grady Thrasher, III, Daniel I. MacIntyre, for appellee (case no. 51894).

Hence, the appellants were not entitled to the exemption of Code Ann. § 97-107 (i).

Judgments affirmed.

Deen, P. J., and Webb, J., concur.