TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 11. Limited Liability Companies, 14-11-100 through 14-11-1109.

ARTICLE 9 MERGER

14-11-905. Effects of merger.

1. If the surviving entity is a limited liability company, when a merger takes effect:
   1. Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity;
   2. The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease;
   3. The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment;
   4. The surviving limited liability company has all the liabilities of each constituent business entity;
   5. A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased;
   6. Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger;
   7. The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and
   8. The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law.
2. If the surviving business entity is to be governed by the laws of any jurisdiction other than this state, the effects of merger shall be the same as provided in this Code section, except insofar as the laws of such other jurisdiction provide otherwise.
3. Nothing in this article shall abridge or impair any dissenters' or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent business entity.
4. A foreign business entity authorized to transact business in this state that merges with and into a limited liability company pursuant to this chapter and is not the surviving entity in such merger need not obtain a certificate of withdrawal from the Secretary of State.

(Code 1981, §14-11-905, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 23; Ga. L. 2009, p. 108, § 13/HB 308.)