Georgia § 14-3-1108 Merger with other entities; requirements

Georgia Statutes

§ 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 wa

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(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.

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Legislative History

Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023. Amended by 2010 Ga. Laws 506,§ 10, eff. 7/1/2010. Amended by 2005 Ga. Laws 19,§ 14, eff. 4/7/2005. Added by 2004 Ga. Laws 533, § 53, eff. 7/1/2004.