2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 11 - Merger
§ 14-3-1104. Articles of Merger; Publication of Notice of Merger

1. After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103, by the members and any other persons, the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth:
   1. The plan of merger;
   2. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
   3. If approval by members was required:
      1. The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
      2. Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
   4. If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103, a statement that the approval was obtained; and
   5. If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.
2. In lieu of filing articles of merger that set forth the plan of merger, the surviving corporation or entity may deliver to the Secretary of State for filing a certificate of merger which sets forth:
   1. The name and state of incorporation of each corporation or entity which is merging and the name of the surviving corporation or entity into which each other corporation or entity is merging;
   2. Any amendments to the articles of incorporation or governing agreements of the surviving corporation or entity;
   3. That the executed plan of merger is on file at the principal place of business of the surviving corporation or entity, stating the address thereof;
   4. That a copy of the plan of merger will be furnished by the surviving corporation or entity, on request and without cost, to any member or shareholder of any corporation or entity that is a party to the merger;
   5. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
   6. If approval by members was required:
      1. The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
      2. Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
   7. If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103, a statement that the approval was obtained; and
   8. If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.
3. Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed.
4. For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

(Code 1981, §14-3-1104, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 17; Ga. L. 2004, p. 508, § 50.)

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code Section 14-3-173 are included in the annotations for this Code section.

- The sample letter set out in former § 14-3-173 (see now O.C.G.A. § 14-3-1104) prior to the 1990 amendment was wholly incompatible with the current procedural scheme of the Business Corporation Code (see now O.C.G.A. § 14-2-101 et seq.), and could not be reconciled with the manifest intent of the legislature to streamline and simplify the requirements for publication. 1989 Op. Att'y Gen. No. 89-48 (decided under former § 14-3-173).

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2232 et seq.

- 19 C.J.S., Corporations, § 894 et seq.

- Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 A.L.R. 118.

Necessity that newspaper be published in English language to satisfy requirements regarding publication of legal or official notice, 90 A.L.R. 500.