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2018 Georgia Code 14-2-1105.1 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1105.1 Case Law from Google Scholar Amendments to OCGA 14-2-1105.1

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 11 MERGER AND SHARE EXCHANGE

14-2-1105.1. Publication of notice of merger or share exchange.

  1. Together with the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall deliver to the Secretary of State an undertaking (which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of filing the articles or certificate of merger or share exchange and payment therefor will be made as required by subsection (b) of this Code section.

    The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication.The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the surviving or acquiring corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger or share exchange.

(b) No later than the next business day after filing the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving or acquiring corporation is to be located, if the surviving corporation will be required to maintain a registered office in Georgia, or where the registered office of the merging or acquired corporation was located prior to the merger or share exchange in any other case, or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:

"NOTICE OF (MERGER) (SHARE EXCHANGE)

Notice is given that articles or a certificate of (merger) (share exchange) which will effect a (merger) (share exchange) by and between __________________ (name and state of incorporation of each of the constituent corporations) has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The name of the (surviving) (acquiring) corporation in the (merger) (share exchange) is ________________________, a corporation incorporated in the State of ________________. The registered office of such corporation (is) (will be) located at ____________________________ (address of registered office) and its registered (agent) (agents) at such address (is) (are) ____________________________ (name or names of agent or agents)."

(Code 1981, §14-2-1105.1, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 16; Ga. L. 1993, p. 1231, § 15.)

COMMENT

Source: Former § 14-2-213.

This replaces former § 14-2-213, which required publication of a similar notice for four consecutive weeks at a fee of $60. It also required filing with the clerk of the superior court in the county where the registered office of the corporation was located. Further, documents to effect the filing and publication were forwarded, together with the required checks, to the Secretary of State for transmittal to the clerks and newspapers. Local filing has been eliminated entirely by the Code, and publication requirements have been reduced and simplified.

References in the form of notice to multiple registered agents are erroneous. The Code does not provide for such agents, as prior law did. See § 14-2-501.

Note to 1990 Amendment The 1990 amendment makes it clear that any person acting on behalf of the corporation (such as an attorney or other agent) may execute the requisite certificate of publication.

Note to 1993 Amendment The 1993 amendment deals with the timing of submitting a request for publication in connection with the merger or share exchange procedures, permitting such a request to be delivered the business day after filing of the certificate of merger or share exchange with the Secretary of State. The amendment also changes the form of notice in recognition that it generally is published after such filing has occurred.

Cross-References Articles of merger or share exchange, see § 14-2-1105. certificate of merger or share exchange, see § 14-2-1105. Failure to publish notice as grounds for administrative dissolution, see § 14-2-1420(5). Merger, see § 14-2-1101. Share exchange, see § 14-2-1102.

RESEARCH REFERENCES

ALR.

- Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.

No results found for Georgia Code 14-2-1105.1.