TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 11
MERGER
14-3-1106. Merger with foreign corporation.
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Except as provided in Code Section 14-3-1102, one or more foreign corporations or foreign business corporations may merge with one or more corporations if:
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The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger;
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The foreign corporation or foreign business corporation complies with Code Sections 14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and
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Each corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Sections 14-3-1104 and 14-3-1104.1.
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Upon the merger taking effect, the surviving foreign corporation or foreign business corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state.
(Code 1981, §14-3-1106, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 52.)
This section is based on the Model Act and on its Business Code counterpart, section 14-2-1107.
It contemplates merger of a nonprofit corporation with a foreign business corporation, so long as the requirements of the Code are met.
JUDICIAL DECISIONS
Cited in
Employers' Liab. Assurance Corp. v. Keelin, 132 Ga. App. 459, 208 S.E.2d 328 (1974).
RESEARCH REFERENCES
C.J.S.
- 19 C.J.S., Corporations,
§
1016.
ALR.
- Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 A.L.R. 118.
