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2018 Georgia Code 14-2-1108 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1108 Case Law from Google Scholar Amendments to OCGA 14-2-1108

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 11 MERGER AND SHARE EXCHANGE

14-2-1108. Merger or share exchange with corporations chartered by Secretary of State under other provisions.

  1. Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by the Secretary of State under provisions other than this chapter, may merge or engage in a share exchange with corporations that are subject to this chapter.
  2. Each merging or exchanging corporation shall comply with all the provisions of this chapter relating to mergers or share exchanges, as the case may be, except that, if the laws which govern a merging or exchanging corporation chartered by the Secretary of State under provisions other than the provisions of this chapter contain provisions relating to merger or share exchange which conflict with this chapter, that corporation shall follow the provisions of the laws to which it is subject.
  3. If the surviving corporation in a merger is to be one which could be organized under this chapter, the time and effectiveness and the effect of the merger shall be as provided in this chapter. If the surviving corporation is to be one which could not be organized under this chapter, the time of effectiveness and the effect of the merger shall be as provided in this chapter except insofar as the laws of this state to which the surviving corporation shall be subject otherwise provide.

(Code 1981, §14-2-1108, enacted by Ga. L. 1988, p. 1070, § 1.)

Cross references.

- Secretary of State corporations generally, § 14-4-1 et seq.

COMMENT

Source: Former § 14-2-215. There are no comparable provisions in the Model Act.

This section deals with the problem of mergers or share exchanges with corporations chartered by the Secretary of State (under provisions other than the provisions of this Code) with corporations organized under this Code or prior general corporation laws. It sanctions such combinations to the extent they are not prohibited by other laws (subsection (a)). It indicates the procedures to be followed by the constituent corporations (subsection (b)). It also prescribes the legal effects of these mergers and share exchanges (subsection (c)). Prior law was modified by deleting references to consolidations and replacing them with references to share exchanges.

Cross-References Approval of merger or share exchange, see § 14-2-1101 et seq. Effect of merger or share exchange, see § 14-2-1106. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Secretary of State corporations, see § 14-4-1 et seq.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-215, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Merger with company subsequently adopting corporate law.

- The proposed merger between a railroad company originally chartered by the General Assembly in 1847, but which amended its charter in 1970 to adopt the provisions of the general corporate laws, and a nonrailroad corporation was not unlawful. Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984) (decided under former § 14-2-215).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 22-1006 and former Code Section 14-2-215, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Interpretation of 1976 amendment to former

§ 14-2-215. - The 1976 amendment to former Code 1933, § 22-1006 (see now O.C.G.A. § 14-2-1108) should not be construed to change the legal requirements for mergers and consolidations between banks or trust companies and business corporations as they were established by the enactment of former Code 1933, § 41A-2401 (see now O.C.G.A. § 7-1-530(c)) in 1974. 1978 Op. Att'y Gen. No. 78-36 (decided under former Code 1933, § 22-1006).

Section 7-1-530 modified former subsection (b) pro tanto.

- Former Code 1933, § 41A-2401 (see now O.C.G.A. § 7-1-530), concerning merger and consolidation of state banks and trust companies, clearly had the effect of modifying former Code 1933, § 22-1006(b) (see now O.C.G.A. § 14-2-1108) pro tanto: in cases of clear conflict between statutes the later repeals the earlier by implication. Moreover, even if the two had been enacted together, former Code 1933, § 41A-2401 (see now O.C.G.A. § 7-1-530(c)) would control former Code 1933, § 22-1006 because it was the more specific provision. 1978 Op. Att'y Gen. No. 78-36 (decided under former Code 1933, § 22-1006).

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2227 et seq.

C.J.S.

- 19 C.J.S., Corporations, § 889 et seq.

ALR.

- Application of Clayton Act to mergers and acquisitions of hospitals and healthcare systems (15 U.S.C. §§ 12 to 27), 13 A.L.R. Fed. 3d 7.

No results found for Georgia Code 14-2-1108.