Georgia Commons

Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 11. LIMITED LIABILITY COMPANIES · Article 9. MERGER

14-11-901. Merger.

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more business entities with such limited liability company or other business entity as the agreement shall provide being the surviving limited liability company or other business entity.#

  2. (b)

    In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if:#

    1. (1)

      The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger;#

    2. (2)

      The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and#

    3. (3)

      Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903, and, if it is the surviving entity, with Code Section 14-11-904.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-11-901, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1995, p. 470, § 21; Ga. L. 2009, p. 108, § 12/HB 308.

Law reviews

For article, ‘‘The Georgia LLC Act Comes of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 1185 to 1186; merge action: annotated; file SHA-256 f2fad2b71b39.

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