2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 11 - Merger and Share Exchange
Part 1 - Merger and Share Exchange
§ 14-2-1101. Merger

1. One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103) approve a plan of merger.
2. The plan of merger must set forth:
   1. The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
   2. The terms and conditions of the merger; and
   3. The manner and basis of converting the shares of each corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to each such holder.
3. The plan of merger may set forth:
   1. Amendments to the articles of incorporation of the surviving corporation;
   2. A provision that the plan may be amended prior to the time the merger has become effective, but if shareholders of a corporation that is a party to the merger are required or permitted to vote on the plan, subsequent to approval of the plan by such shareholders the plan may not be amended to change in any respect not expressly authorized by such shareholders in connection with the approval of the plan:
      1. The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received under the plan by the shareholders of any party to the merger if such change would adversely affect such shareholders;
      2. The articles of incorporation of any corporation that will survive as a result of the merger, except for changes permitted by Code Section 14-2-1002 or changes that would not adversely affect such shareholders; or
      3. Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and

         in the event that the plan of merger is amended after articles or a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a certificate of amendment of merger executed on behalf of each party to the merger by an officer or other duly authorized representative shall be delivered to the Secretary of State for filing prior to the effectiveness of the merger; and

   3. Other provisions relating to the merger.
4. 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.

History. Code 1981, § 14-2-1101 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2003, p. 897, § 6; Ga. L. 2006, p. 825, § 8/SB 469.

Law reviews.

For article, “The Acquisition Process and the Closely-Held Corporation: Selected Legal Aspects,” see 36 Mercer L. Rev. 567 (1985).

For article, “2006 Amendments to Georgia’s Corporate Code and Alternative Entity Statutes,” see 12 Ga. St. B. J. 12 (2007).