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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 11. MERGER

14-3-1101. Plan of merger.

Active

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

  1. (a)

    One or more corporations may merge into another entity or entities, whether foreign or domestic, if the plan of merger is approved for the corporation or corporations as provided in Code Section 14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and restrictions set forth in this article. In addition:#

    1. (1)

      If one or more of the corporations is a charitable corporation, each corporation must comply with Code Section 14-3-1102;#

    2. (2)

      If a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each foreign corporation and foreign business corporation must comply with Code Section 14-3-1106; and#

    3. (3)

      If an entity other than a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each other entity must comply with Code Section 14-3-1108.#

  2. (b)

    The plan of merger for any merger authorized by this article must set forth:#

    1. (1)

      The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;#

    2. (2)

      The terms and conditions of the planned merger; and#

    3. (3)

      The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.#

  3. (c)

    The plan of merger may set forth:#

    1. (1)

      Amendments to the articles of incorporation of the surviving corporation; and#

    2. (2)

      Other provisions relating to the merger.#

  4. (d)

    Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “facts” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.#

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, § 14-3-1101, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 15; Ga. L. 1998, p. 128, § 14; Ga. L. 2004, p. 508, § 47; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, rewrote subsection (a), which read: “Subject to the limitations set forth in Code Section 14-3-1102, one or more corporations may merge into another corporation if the plan of merger is approved as provided in Code Section 14-3-1103.”; in subsection (b), inserted “for any merger authorized by this article” and rewrote paragraph (b)(3), which read: “The manner and basis, if any, of converting the memberships of each corporation into obligations, memberships, or other securities of the surviving or any other corporation or into cash or other property in whole or in part.”

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)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, pages 158 to 159; merge action: replaced; file SHA-256 b004123363dc.