O.C.G.A. § 14-3-1106 (2019)
Merger with foreign corporation
(a) 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:
(1) 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;
(2) 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
(3) 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.
(b) 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.
History
(Code 1981, § 14-3-1106, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 52.)
Annotations
Editor’s notes. - Ga. L. 2000, p. 1589, § 16, not codified by the General Assem-
bly, provided that the amendment to subsection (b) is applicable with respect to notices delivered on or after July 1, 2000.
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, annotations decided under former Code 1933, and rendered prior to the 2000 amendment are included in the annotations for this Code section. Service on franchise not effective as to franchisor. - Service of process made on a franchise is not effective as to the franchisor, since a franchise contract
under which one operates a type of business on a royalty basis does not create an agency or a partnership relationship. Arthur Murray, Inc. v. Smith, 124 Ga. App. 51, 183 S.E.2d 66 (1971) (decided under former Code 1933). Cited in Castleberry v. Gold Agency, Inc., 124 Ga. App. 694, 185 S.E.2d 557 (1971).
RESEARCH REFERENCES Am. Jur. 2d. - 36 Am. Jur. 2d, Foreign Corporations, § 476 et seq. C.J.S. - 19 C.J.S., Corporations, §§ 987, 1030 et seq. ALR. - Foreign corporations: soliciting subscriptions to or selling corporate stock
as doing business within state, 35 ALR 625. Constitutionality, construction and effect of statute providing for service of process upon statutory agent in action against foreign corporation as regards
communication to corporation of fact of service, 89 ALR 658. Jurisdiction of actions or proceedings involving internal affairs of foreign corporations, 89 ALR 736; 155 ALR 1231; 72 ALR2d 1211. Effect of agreement by foreign corporation to install article within the state to bring transaction within state control, 101 ALR 356. Statute providing for service of process upon designated state official, in action against foreign corporation, as applicable to action based on transaction outside the state, 145 ALR 630; 162 ALR 1424. Solicitation within state (or District of Columbia) of orders for goods to be shipped from other state as doing business within state within statutes prescrib-
ing conditions of doing business or providing for service of process, 146 ALR 941. Power of state to subject foreign corporation to jurisdiction of its courts on sole ground that corporation committed tort within state, 25 ALR2d 1202. Foreign insurance company as subject to service of process in action on policy, 44 ALR2d 416. Federal or state law as controlling, in diversity action, whether foreign corporation is amenable to service of process in state, 6 ALR3d 1103. Who is ‘‘general’’ or ‘‘managing’’ agent of foreign corporation under statute authorizing service of process on such agent, 17 ALR3d 625. Vicarious liability of private franchisor, 81 ALR3d 764.
PART 2 CERTIFICATE OF WITHDRAWAL