The purpose of a derivative action is to protect the corporation and its assets." Hacienda Corp. v. White , 260 Ga. 879, 880 (1), 400 S.E.2d 323 (1991). It also "allow[s] a means by which the rights of a corporation may be protected."

Ga. L.2011, p. 430, § 5.) Although former OCGA § 14–5–7(a), which is set out in the margin,provided “that the presence of a corporate seal and attestation by another corporate officer is conclusive evidence that said officers signing are duly authorized to execute and deliver the same[,][t]he lack of corporate seal and attestation ... is not conclusive evidence that the corporate officer executing a deed lacks corporate authority to do so.” Hacienda Corp. v. White, 260 Ga. 879, 880(2), 400 S.E.2d 323 (1991) (emphasis in original). Consequently, any defect in this regard did not render the assignment void on its face.

Ga. L. 2011, p. 430, § 5.) Although former OCGA § 14-5-7 (a), which is set out in the margin, provided "that the presence of a corporate seal and attestation by another corporate officer is conclusive evidence that said officers signing are duly authorized to execute and deliver the same[,] [t]he lack of corporate seal and attestation . . . is not conclusive evidence that the corporate officer executing a deed lackscorporate authority to do so." Hacienda Corp. v. White, 260 Ga. 879, 880 (2) (400 SE2d 323) (1991) (emphasis in original). Consequently, any defect in this regard did not render the assignment void on its face.

Ga. L.2011, p. 430, § 5.) Although former OCGA § 14–5–7(a), which is set out in the margin,provided “that the presence of a corporate seal and attestation by another corporate officer is conclusive evidence that said officers signing are duly authorized to execute and deliver the same[,] [t]he lack of corporate seal and attestation ... is not conclusive evidence that the corporate officer executing a deed lacks corporate authority to do so.” Hacienda Corp. v. White, 260 Ga. 879, 880(2), 400 S.E.2d 323 (1991) (emphasis in original). Consequently, any defect in this regard did not render the assignment void on its face.

250 Ga.App. 414, 418, 551 S.E.2d 825, 829 (2001). The Georgia Supreme Court in Hacienda Corp. v. White, held that the lack of corporate seal and attestation, however, is not conclusive evidence that the corporate officer executing a deed lacks corporate authority to do so. 260 Ga. 879, 880, 400 S.E.2d 323, 325 (1991) (applying the prior version of O.C.G.A. § 14–5–7 and relying on outside evidence on corporate signor's authority to execute the deed on behalf of the corporation). Both of the above cited cases involve an action by an asserted bona fide purchaser, and the question before the Court was whether a deed lacking the conclusively valid form creates a duty to inquire, and, therefore destroy the “without notice” required element of a bona fide purchaser.

250 Ga. App. 414, 418, 551 S.E.2d 825, 829 (2001). The Georgia Supreme Court in Hacienda Corp. v. White, held that the lack of corporate seal and attestation, however, is not conclusive evidence that the corporate officer executing a deed lacks corporate authority to do so. 260 Ga. 879, 880, 400 S.E.2d 323, 325 (1991) (applying the prior version of O.C.G.A. § 14-5-7 and relying on outside evidence on corporate signor's authority to execute the deed on behalf of the corporation). Both of the above cited cases involve an action by an asserted bona fide purchaser, and the question before the Court was whether a deed lacking the conclusively valid form creates a duty to inquire, and, therefore destroy the "without notice" required element of a bona fide purchaser.