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2018 Georgia Code 14-4-141 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-4-141 Case Law from Google Scholar Amendments to OCGA 14-4-141

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 4. Secretary of State Corporations, 14-4-1 through 14-4-183.

ARTICLE 8 MERGER AND SHARE EXCHANGE

14-4-141. 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.

(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.)

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.

Cases Citing Georgia Code 14-4-141 From Courtlistener.com

Total Results: 1

Long v. Atlanta & West Point Railroad

Court: Supreme Court of Georgia | Date Filed: 1984-09-06

Citation: 253 Ga. 257, 320 S.E.2d 530, 1984 Ga. LEXIS 882

Snippet: corporations and business corporations. OCGA § 14-4-141 states: “A corporation which has received its