O.C.G.A.

O.C.G.A. § 14-3-1105 (2019)

Effect of merger

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) When a merger governed by this chapter takes effect: (1) Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases; (2) The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred, subject to any and all conditions to which the property was subject prior to the merger; (3) The surviving corporation or entity has all liabilities and obligations of each corporation or entity party to the merger; (4) A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the

surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; and (5) The articles of incorporation and bylaws or governing agreements of the surviving corporation or entity are amended to the extent provided in the plan of merger. (b) For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

History

(Code 1981, § 14-3-1105, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 18; Ga. L. 2004, p. 508, § 52.)

Annotations

COMMENT This section is based on the Model Act and on its Business Code counterpart, section 14-2-1106. Subsection (2) differs from the Business Code counterpart to reflect potential conditions to which property may be subject. For example, if the property was given to one of the merging corporations on the condition that it be used for a specific purpose, that condition survives the merger. See section Note to 1997 Amendment Amendments were made to conform the definitions to changes made in the Business Corporation Code in 1996. The words ‘‘or entity’’ were added after ‘‘corporation’’ to permit mergers of various types of entities, provided that each entity complies with the applicable laws governing mergers. RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2237 et seq.

C.J.S. - 19 C.J.S., Corporations, § 907.

Notes of Decisions
Cited in 1 case, 2003–2003 · leading case: Vickers v. Merry Land & Inv. Co., 587 S.E.2d 816 (Ga. Ct. App. 2003).
Vickers v. Merry Land & Inv. Co., 587 S.E.2d 816 (Ga. Ct. App. 2003). · cites it 2× “On or about October 19, 1998, Merry Land merged with and into Equity Residential Properties Trust.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.