O.C.G.A. § 14-4-141 (2019)
Merger or share exchange consolidation of corporations chartered by Secretary of State with domestic corporations incorporated under Chapter 2
A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, may merge or enter into a share exchange with a domestic corporation or corporations governed by Chapter 2 of this title in accordance with Code Section 14-2-1108.
History
(Code 1933, § 22-4402, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1976, p. 1102, § 34; Ga. L. 1989, p. 946, § 105; Ga. L. 1993, p. 1231, § 31.)
Annotations
COMMENT Note to 1976 Amendment The 1976 amendment to this section made no substantive change but deleted a reference to corporations chartered by the superior courts that was made obsolete by the changes effected in the 1976 constitutional amendment. Note to 1993 Amendment The 1993 amendment conformed this section to the revised Business Corporation Code, by eliminating a reference to a consolidation and replacing it with a reference to a share exchange. JUDICIAL DECISIONS Merger involving chartered company subsequently adopting corporate law. - The proposed merger between a railroad company originally chartered by the General Assembly in 1847, but which amended its charter in
1970 to adopt the provisions of the general corporate laws, and a nonrailroad corporation was not unlawful. Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984).
OPINIONS OF THE ATTORNEY GENERAL The specific intent of former Code 1933, § 22-4402 (see now O.C.G.A. § 14-4-141) was to except banks and trust companies from the provisions allowing
Secretary of State corporations to merge with superior court corporations. 1972 Op. Att’y Gen. No. 72-169.
RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2237 et seq.
C.J.S. - 19 C.J.S., Corporations, § 891.
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