Syfert Injury Law Firm

Your Trusted Partner in Personal Injury & Workers' Compensation

Call Now: 904-383-7448

2018 Georgia Code 14-3-1102 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-1102 Case Law from Google Scholar Amendments to OCGA 14-3-1102

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 11 MERGER

14-3-1102. Merger without court approval; notice to Attorney General; receipt or retention by member of anything resulting from merger.

  1. Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign corporation or other entity, provided that:
    1. The corporation or entity which is the surviving corporation or entity is a corporation or entity described in paragraph (2) of subsection (a) in Code Section 14-3-1302 after the merger; or
      1. On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets including good will of the corporation or the fair market value of the corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;
      2. It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and
      3. The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.
  2. At least 30 days before consummation of any merger of a corporation pursuant to paragraph (2) of subsection (a) of this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.
  3. Without the prior approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity. The court shall approve the transaction if it is in the public interest.
  4. For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

(Code 1981, §14-3-1102, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 16; Ga. L. 2004, p. 508, § 48.)

COMMENT

This section is based on the Model Act and has no counterpart in the Business Code. It requires corporations described in section 14-3-1302(a)(2) that would like to merge with another corporation either obtain prior judicial approval or follow the procedures outlined in subsection (a)(2) unless the surviving corporation would be a corporation described in section 14-3-1302(a)(2). In the latter event, the merger does not require either judicial approval or compliance with the provisions of subsection (a)(2). The requirements are the same as those imposed under section 14-3-1041 (relating to conversion from nonprofit to for-profit status), and are designed to prevent diversion of assets held by charitable corporations to non-charitable purposes. Under subsection (b), if the corporation wishes to follow the procedures of subsection (a)(2), it must notify the Attorney General 30 days prior to the proposed effective date of the merger. This will provide the Attorney General an opportunity to review the terms and effect of the proposed merger. If any member is to receive any economic benefit other than membership in the surviving corporation, prior judicial approval is required under subsection (c).

In addition to satisfying the requirements of subsection (a)(2), the directors and officers must satisfy their duties of care and loyalty imposed by section 14-3-830 and part 6 of article 8. If judicial approval of a merger is sought, the court should approve the merger if it is in the public interest and if the requirements of this section have been satisfied.

Note to 1997 Amendment Amendments were made to subsections (a) and (c) to conform the definitions to changes made in the Business Corporation Code in 1996. In each case where the word "corporation" appeared as the merging entity, it was followed with "or entity". These changes are intended to permit mergers of various types of entities, provided that each entity complies with the applicable laws governing mergers. "Entity" is defined in Code Section 14-3-1101(a)(2).

API Error: Request was throttled. Expected available in 10 seconds.

No results found for Georgia Code 14-3-1102.