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2018 Georgia Code 14-3-1107 | Car Wreck Lawyer

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 11 MERGER

14-3-1107. Effect of merger on bequest, devise, or other transfer of property.

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation or entity and that takes effect or remains payable after the merger, inures to the surviving corporation or entity unless the will or other instrument otherwise specifically provides.

(Code 1981, §14-3-1107, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 52.)

COMMENT

This section is taken from the Model Act. It provides that certain declared transfers of property to a corporation that will disappear in a merger will inure to the benefit of the corporation that survives the merger. If the will or other instrument otherwise specifically provides, of course, it will control and the gift, bequest, devise or promise will not inure to the surviving corporation.

A provision in a will or other instrument requiring that a bequest or gift be used for a specified purpose must be complied with by the surviving corporation, even if that corporation is not engaged in the same activities as the disappearing corporation. If the surviving corporation cannot or does not want to use the bequest or gift for the specified purpose, it must seek judicial approval for the variance. Whether the variance should be granted is left to the cy pres doctrine and other applicable state law.

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