---
title: O.C.G.A. § 14-3-1108. Merger with other entities; requirements.
collection: code
id: 14-3-1108
cite_as: O.C.G.A. § 14-3-1108 (2025)
canonical_url: https://georgiacommons.org/code/14-3-1108
md_url: https://georgiacommons.org/code/14-3-1108.md
text_url: https://georgiacommons.org/code/14-3-1108/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=168
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-3.md
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index: https://georgiacommons.org/code/index.md
version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / NONPROFIT CORPORATIONS / MERGER
---

# O.C.G.A. § 14-3-1108. Merger with other entities; requirements.

(a) Subject to the limitations set forth in Code Sections 14-3-1101 and 14-3-1102, one or more corporations may merge with one or more entities, except an entity formed under the laws of a state or jurisdiction which forbids a merger with a corporation. The corporation or corporations and one or more entities may merge into a single corporation or other entity, which may be any one of the constituent corporations or entities.

(b) The board of directors of each merging corporation and the appropriate body of each entity, in accordance with its governing agreements and the laws of the state or jurisdiction under which it was formed, shall adopt a plan of merger in accordance with each corporation’s and entity’s governing agreements and the laws of the state or jurisdiction under which it was formed, as the case may be.

(c) In the case of any entity, the plan of merger shall be approved in the manner required by its governing agreements and in compliance with any applicable laws of the state or jurisdiction under which it was formed. In addition, each of the corporations shall comply with all other provisions of this chapter which relate to the merger of corporation. Each other entity shall comply with all other provisions of its governing agreements and all provisions of the laws, if any, of the state or jurisdiction in which it was formed which relate to the merger.

(d) Each merging entity must comply with Code Sections 14-3-1104 and 14-3-1104.1 if such merging entity is the surviving entity of the merger.

## History

Code 1981, § 14-3-1108, enacted by Ga. L. 2004, p. 508, § 53; Ga. L. 2005, p. 60, § 14/HB 95; Ga. L. 2010, p. 579, § 10/SB 131; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

## Amendments

The 2023 amendment, effective July 1, 2023, rewrote this Code section.