Rules and Regulations of the State of Georgia
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Rule 515-4-1-.01 Applications Must be Sworn To

(1) All applications for the issuance of stocks, bonds or notes, or other evidence of debts, payable more than twelve months after date thereof, by companies subject to these rules shall be by written petition, verified by the president or other officer of such company, setting forth the information hereinafter required. Such petition may be duly assigned for hearing as provided herein except that those petitions submitted by Electric Membership Corporations, small businesses as defined in O.C.G.A. (50-13-4.a3), and other small businesses that may, from time to time, finance through government lending agencies or through government administered or guaranteed loans shall not require a hearing.
(2) For applications not requiring a hearing, all discovery, responses, analysis and recommendations must be completed such that the application can be acted upon by this Commission in Administrative Session within 60 days of the original filing.

Rule 515-4-1-.02 What Applications of Utilities Must Show

All such applications filed by any utility company subject to these rules, shall set out all the properties of applicant, transmission lines, central equipment, buildings, generating stations and other structures or property, giving a general description thereof.

Rule 515-4-1-.03 Financial Statement

(1) Said petition shall also contain in addition to full description of its property a sworn statement in detail of the financial condition of the company, giving the amount and kinds of the capital stock, bonds, and other obligations outstanding; the consideration on which the same were issued clearly and fully stated; the rate and amount of dividends declared thereon, and all other items of outstanding indebtedness; and as to all, whether and how secured, and if secured by mortgage or pledge, a copy of the instrument shall be annexed to the petition; and said petition shall also contain a statement of the amount of any of its stock held by other corporations, and the names of and the amount held by each; and all facts needed to show that the capitalization and proposed capitalization of said company is lawful and legitimate and does not violate either the laws or the Constitution of this State, or the United States.
(2) Information Need Not be Repeated. In case the petitioning corporation or party shall have already or previously made and filed a report to this Commission showing its capitalization and financial condition in compliance with the standing order on that subject, the matter thus already reported need not again be repeated in the application, but may be made part thereof by appropriate form of reference, with any new facts or data added to bring the recital down to date.

Rule 515-4-1-.04 Tabulated Statement of Desired Issues

Said petition shall contain a statement of the amount and kind of stock which the corporation desires to issue; and a tabulated statement of bonds or notes which the corporation desires to issue, the terms and rate of interest, and whether and how to be secured, and if to be secured by a mortgage, or pledge, a copy of the same shall be attached.

Rule 515-4-1-.05 Use of Proceeds from Desired Issues

Said petition shall contain a statement of the use to which the capital to be secured by the issue of such stock, bonds, or notes is to be put, with a definite statement of how much is to be used for the acquisition of property; how much for the construction and equipment of power plants; how much for car sheds, and the completion, extension, or improvement of its facilities or properties; how much for the improvement and maintenance of its service; how much for the discharge or lawful refund of its obligations, or for lawful corporate purposes.

Rule 515-4-1-.06 Property to be Acquired; How Service is to be Improved

Said petition shall contain a statement in detail of the property which is to be acquired, with its value, a detailed description of the construction, completion, extension, or improvement of its facilities set forth in such a manner, that an estimate may be made of its cost; a statement of the character of the improvement of its service proposed, and the reasons why the service should be maintained from its capital; if it is proposed to discharge or refund its obligations a statement of the nature and description of its obligations, including their par value and the amount for which they were actually sold, and the application of the proceeds arising from such sale.

Rule 515-4-1-.07 Copies of All Contracts to be Filed

Said petition shall contain a statement showing whether any contracts have been made for the acquisition of such property, or for such construction, completion, extension, or improvement of its facilities, or for the disposition of any of its stocks, bonds, or notes which it is proposed to issue; and if any such contracts have been made, copies thereof must be attached to the petition, as well as a statement showing how much money or other thing of value has been received by the corporation under such contract.

Rule 515-4-1-.08 Capitalizing Franchises, Etc

Said petition shall contain a statement showing whether any of the outstanding stock, or bonds, or notes, as contemplated in the Act of August 22, 1907, have been issued or used in capitalizing any franchise or any right to own, operate or enjoy any franchise, or any contract for consolidation or lease, or for services rendered or to be rendered, or a bonus to any person or persons natural or artificial, and if so, shall state the amount and character thereof, and the franchise, right, contract, or lease, service or bonus, so capitalized.

Rule 515-4-1-.09 Consolidation or Merger

If the stock is to be issued by a new corporation to be formed by a merger or consolidation of two or more other corporations, the petition shall contain a complete description of the properties to be consolidated, and a complete statement of the financial condition of the corporation so consolidated of the kind set out in 515-4-1-.03.

Rule 515-4-1-.10 Reference Where Chartered by General Law

Attached to said petition must be a certified copy of the charter, if granted by the legislature or accurate citations to volume and page if to be found in the published laws; or a copy of the petition filed with the Secretary of State, or any court, and a certificate of incorporation issued by the Secretary of State, or court, if incorporated under a general law; duly certified copies of all certificates, statements, or records which modify, change, or extend the purposes or powers of such corporation.

Rule 515-4-1-.11 Law Must be Complied With

Said petition shall set out in detail all acts done by said corporation in obedience to the laws of the State, applicable to such desired issue or increase of capital or issue of bonds, and shall fully and affirmatively show that all requirements of the laws of Georgia have been fully complied with.

Rule 515-4-1-.12 Petitioners to Make Further Report

Said petition shall state fully the method and instrumentalities proposed for carrying into effect with safety to the petitioners and the public the purposes stated, and for complying with all conditions imposed by law or by the Commission, and expressing the readiness of petitioners to make a report of actings and doings under the same as the Commission may require.

Rule 515-4-1-.13 Hearings Before Commission; Applicant to Produce Witnesses

When a petition is assigned for hearing in accordance with Rule 515-4-1-.01, the Commission shall fix a time and place for hearing thereon, and shall give to the applicant not less than ten days' notice thereof, either personally or by mail; the applicant shall publish a notice of the application and the time and place of the hearing in such newspapers and at such times as the Commission shall direct. At the hearing the applicant shall produce such witnesses and furnish such books, papers, documents, and contracts as the Commission shall at any time before final decision on the application require, and must establish to the satisfaction of the Commission that the proposed issue of stocks, bonds, notes, or other evidence of indebtedness is for the benefit of the public service, and is otherwise lawful.

Rule 515-4-1-.14 All Proceeds Must be Used for Purposes Approved

On the conclusion of the hearing, or so soon thereafter as circumstances permit, the Commission will make up its opinion and frame its order upon the facts appearing in each instance and the law applicable thereto. Each application will be kept open and further order may be made from time to time as may be needful for the security and protection of all concerned, and for a due compliance with the law and the orders of this Commission. All bonds and stocks when authorized by the Commission, and the proceeds of the same, must be used for the purpose or purposes authorized, and for none other, under pain of the penalties in such case provided by law.

Rule 515-4-1-.15 Negotiation or Competitive Bidding for Security Issues

(1) This rule shall apply to all issuances of securities for which the Commission orders it to apply pursuant to the laws of Georgia except where:
(a) Such securities are issued and sold prior to January 1, 1976, or are issued pursuant to authorization granted prior to the effective date of this rule.
(b) The gross proceeds to the issuer of the securities will be less than $2,000,000.
(c) Such securities consist of evidences of debt of a maturity of ten years or less, from date of issue to a commercial bank, insurance company or similar institution not for resale to the public provided no commission, fee, or remuneration is to be paid in connection therewith to any third person (except an associated service company charging only its cost of services) for negotiating the transaction.
(d) Such securities are to be issued prorata to existing holders of securities of the applicant pursuant to any preemptive right or privilege, or in connection with any liquidation or reorganization, or recapitulation of surplus.
(e) Such security is issued in exchange for outstanding securities where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
(f) The Commission, on application filed pursuant to this rule, finds that compliance with the competitive bidding requirements of this rule would not be appropriate or consistent with the public interest. Such findings will not be made where the issuer has engaged in negotiating for the sale or underwriting of the securities without having been authorized in writing by the Commission prior to such negotiation. Nothing in this section shall be deemed to preclude the Commission from entering any order which would otherwise be appropriate.
(g) Such securities and loans are issued or guaranteed by the United States government or an agency of the United States government or by a State or local government or agency.
(h) The exceptions contained in this rule shall not be construed as a waiver of the requirements of Section 93-414 of the 1933 Code of Georgia for Commission approval of security issues.
(2) Except as provided in this rule, the Commission will not approve, pursuant to Section 93-414 of the 1933 Code of Georgia, the issuance of stocks, bonds, notes or other evidence of debt by any company or corporation over which the authority of the Commission is extended by law unless such securities be issued pursuant to competitive bidding. Where the Commission grants an application for authorization and approval to issue and sell securities through competitive bidding, the applicant shall publicly invite sealed, written proposals for the purchase or underwriting of such securities at least one week (or such other period as the Commission may by order fix), prior to entering into any contract or agreement for the issuance or sale of such securities.
(a) The public invitation shall describe the type and amount of securities to be bid for, and shall state the date, time and place for opening of bids. Such invitation or the statement of terms and conditions relating to bids, shall reserve the right to reject any or all bids and, among other things, describe the arrangements made for independent counsel for bidders. No bids shall be invited, or accepted, from any person who, prior to the submission of bids, has performed any service for compensation in connection with the issuance and sale of the proposed securities, or who has received or will receive any fee or compensation in connection with the issuance and sale of the proposed securities (except as successful bidder), nor shall any bid be invited or accepted under which officers or directors would benefit from or share in the proceeds from the securities. Such proposals as may be received in response to the public invitation shall not be opened at any time or place other than as specified in the invitation. The duly authorized representative of any person making any such proposal shall be entitled to be present at the opening of such proposals and to examine each proposal submitted. The invitation or the statement of terms and conditions relating to bids shall refer to the limitation herein prescribed.
(3) After receiving and opening all bids submitted as provided in paragraph (2) of this rule, the applicant shall within the period specified in the public invitation for proposals (unless all bids are rejected), accept that bid which shall be most favorable on the basis of the specifications set forth in the Commission's order. No bid shall be accepted from a person who directly or indirectly controls or is controlled by, or is under the same common control with the applicant without approval by further order of the Commission.
(4) Promptly after the opening of the proposals the applicant shall report to the Commission by telephone or telegraph the information called for in paragraph (4)(b) hereof and shall file with the Commission a verified statement in writing, together with five conformed copies thereof, setting forth:
(a) The action taken to comply with the Commission's order of authorization and paragraphs (2) and (3) of this rule, including a statement that the method of complying with the competitive bidding requirements as described in the application has been carried out.
(b) A summary of the terms of the proposals received, including the name of each bidder or representative of a bidding group, the interest or dividends rate specified (where applicable), the price to be paid the issuer per share or per $100 principal amount, the cost of money to the issuer (except in the case of common stock), the name of the successful bidder, and the successful bidder's initial public offering price with the resulting yield to the public (except in the case of common stock), accompanied by a true and correct copy of the proposal accepted.
(5) If the application to issue securities is deemed to fall within any of the exceptions contained in paragraph (1) of this rule, and such exception is relied upon as waiving the requirement for competitive bidding, the application shall specifically refer to such exception and show that it is applicable.
(6) If the application to issue securities does not fall within clauses (a), (b), (c), (d), or (e) of paragraph (1) of this rule the application shall either:
(a) Set forth the proposed method of complying with the competitive bidding requirements of paragraphs (2), (3), and (4) of this rule, including summarization of the principal terms of the proposed invitation as part of the application; or
(b) Apply for exemption from the competitive bidding requirements of paragraphs (2), (3), and (4) of this rule upon findings as referred to in paragraph (1)(f). Such an application may be made only where the issuer has not, prior to the filing of the application, engaged in any negotiation for the sale or underwriting of the securities and does not so engage prior to Commission action on the application for exemption, and the application so shows, provided that engaging in negotiation may be permitted where the Commission has given its written authorization in advance. Such application for exemption may be filed as part of an application for securities approval, or as a separate application filed at any time prior to the filing of such an application for securities approval. Such application for exemption shall show the specific grounds relied on as warranting the finding referred to in paragraph (1)(f) of this rule. If an application for such exemption is denied by the Commission after the application for securities approval has been filed, the requirements of clause (a) of this paragraph shall be complied with by amendment to the application.
(7) There shall also be set forth in the application or amendment thereto:
(a) The name and address of any person receiving or entitled to receive a fee for services (other than attorneys, accountants, and similar technical services) in connection with the negotiation for or consummation of the issuance or sale of securities, or for services in securing underwriters, sellers, or purchasers of securities, other than fees included in any competitive bid; the amount of each such fee; and facts showing the necessity of the services and that the fee does not exceed the customary fee for such services in arms-length transactions and is reasonable in the light of the cost of rendering the service and any other relevant factors.
(b) All facts showing or tending to show that the issuer or applicant directly or indirectly controls, or is controlled by, or is under the same common control as, any person named pursuant to the requirements of (7)(a), or showing or tending to show the opposite.
(8) The evidence submitted shall include copies of any contract, underwriting, or other arrangement entered into for the sale or marketing of the securities. Where a contract or underwriting is not in final form so as to permit filing, a preliminary draft or a summary containing such identification of the parties thereto and such principal terms thereof as may be practicable, may be filed, pending filing of a conformed copy in the form executed.
(9) An application for approval under this rule will ordinarily require a minimum of thirty days after it is filed to allow for public notice, investigation, opportunity for hearing, consideration by the Commission and issuance of its order.
(10) The effective date of this rule is January 1, 1976.