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Merger

O.C.G.A. tit. 14, ch. 11, art. 9
in effect

O.C.G.A. § 14-11-901 Merger.

14-11-901. Merger. (a) Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more business entities with such limited liability company or other business entity as the agreement shall provide being the surviving limited liability company or other business entity. (b) In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if: (1) The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger; (2) The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and (3) Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903, and, if it is the surviving entity, with Code Section 14-11-904. (Code 1981, § 14-11-901, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1995, p. 470, § 21; Ga. L. 2009, p. 108, § 12/HB 308.)

O.C.G.A. § 14-11-902 Plan of merger.

14-11-902. Plan of merger. (a) Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903. (b) The plan of merger must set forth: (1) The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting the interests of the members of each limited liability company and the shares or other interests in each other business entity that is a constituent entity in the merger into interests, shares, obligations, or other securities, as the case may be, of the surviving or any other business entity or, in whole or in part, into cash or other property. (c) The plan of merger may set forth: (1) Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and (2) Other provisions relating to the merger. (Code 1981, § 14-11-902, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-903 Approval of merger.

14-11-903. Approval of merger. (a) A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A corporation or limited partnership party to a proposed merger shall have the plan of merger authorized and approved in accordance with the applicable chapter of this title. (b) A plan of merger complying with the requirements of Code Section 14-11-902 shall be approved by each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed. (c) After a merger is authorized, unless the plan of merger provides otherwise, and at any time before articles of merger (as provided for in Code Section 14-11-904) are filed by the Secretary of State, the planned merger may be abandoned (subject to any contractual rights) in accordance with the procedure set forth in the plan of merger or, if none is set forth, as follows: (1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the articles of organization or a written operating agreement of any such limited liability company provides otherwise; (2) By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and (3) By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed. (Code 1981, § 14-11-903, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 22.)

O.C.G.A. § 14-11-904 Articles of merger.

14-11-904. Articles of merger. After a plan of merger is approved as provided in Code Section 14-11-903, the surviving limited liability company or other business entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The name and jurisdiction of organization or formation of each constituent business entity that is merging and the name of the surviving limited liability company or other business entity into which each other constituent business entity is merging; (2) Any amendments to the articles of organization of the surviving limited liability company; (3) The effective date and time of the merger if later than the date and time the articles of merger are filed; (4) That the executed plan of merger is on file at the principal place of business of the surviving limited liability company or other business entity, stating the address thereof; (5) That a copy of the plan of merger will be furnished by the surviving limited liability company or other business entity, on request and without cost, to any member of any constituent entity; (6) A statement that the plan of merger has been duly authorized and approved by each constituent business entity in accordance with Code Section 14-11-903; (7) If the surviving entity is a foreign limited liability company, foreign limited partnership, or foreign corporation without a certificate of authority to transact business in this state, that the Secretary of State is appointed as agent of the surviving entity on whom process in this state in any action, suit, or proceeding for the enforcement of an obligation of each limited liability company constituent to the merger may be served and the address to which a copy of the process is to be mailed; and (8) Any other provisions relating to the merger that the constituent business entities determine to include therein. (Code 1981, § 14-11-904, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14.)

O.C.G.A. § 14-11-905 Effects of merger.

14-11-905. Effects of merger. (a) If the surviving entity is a limited liability company, when a merger takes effect: (1) Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity; (2) The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease; (3) The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment; (4) The surviving limited liability company has all the liabilities of each constituent business entity; (5) A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased; (6) Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger; (7) The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and (8) The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law. (b) If the surviving business entity is to be governed by the laws of any jurisdiction other than this state, the effects of merger shall be the same as provided in this Code section, except insofar as the laws of such other jurisdiction provide otherwise. (c) Nothing in this article shall abridge or impair any dissenters' or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent business entity. (d) A foreign business entity authorized to transact business in this state that merges with and into a limited liability company pursuant to this chapter and is not the surviving entity in such merger need not obtain a certificate of withdrawal from the Secretary of State. (Code 1981, § 14-11-905, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 23; Ga. L. 2009, p. 108, § 13/HB 308.)

O.C.G.A. § 14-11-906 Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements.

14-11-906. Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements. (a) A limited liability company may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed. (b) To effect a conversion under this Code section, the limited liability company must adopt a plan of conversion that sets forth the manner and basis of converting the interests of the members of the limited liability company into interests, shares, obligations, or other securities, as the case may be, of the resulting entity. The plan of conversion may set forth other provisions relating to the conversion. (c) The limited liability company shall have the plan of conversion authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. (d) After a conversion is authorized, unless the plan of conversion provides otherwise, and at any time before the conversion has become effective, the planned conversion may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, by the unanimous consent of the members of the limited liability company, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. (e) The conversion shall be effected as provided in, and shall have the effects provided by, the law of the state or jurisdiction under whose law the resulting entity is formed and by the plan of conversion, to the extent not inconsistent with such law. (f) If the resulting entity is required to obtain a certificate of authority to transact business in this state by the provisions of this title governing foreign corporations, foreign limited partnerships, or foreign limited liability companies, it shall do so. (g) After a plan of conversion is approved by the members, the limited liability company shall deliver to the Secretary of State for filing a certificate of conversion setting forth: (1) The name of the limited liability company; (2) The name and jurisdiction of the entity to which the limited liability company shall be converted; (3) The effective date, or the effective date and time, of such conversion if later than the date and time the certificate of conversion is filed; (4) A statement that the plan of conversion has been approved as required by subsection (c) of this Code section; (5) A statement that the authority of its registered agent to accept service on its behalf is revoked as of the effective time of such conversion and that the Secretary of State is irrevocably appointed as the agent for service of process on the resulting entity in any proceeding to enforce an obligation of the limited liability company arising prior to the effective time of such conversion, including the rights, if any, of dissenting members; (6) A mailing address to which a copy of any process served on the Secretary of State under paragraph (5) of this subsection may be mailed; and (7) A statement that the Secretary of State shall be notified of any change in the resulting entity's mailing address. (h) Upon the conversion's taking effect, the resulting entity is deemed: (1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any of its obligations arising prior to the effective time of such conversion, including the rights, if any, of dissenting members; and (2) To agree that it will promptly pay to any dissenting members the amount, if any, to which such member is entitled under Article 10 of this chapter. (i) A converting limited liability company pursuant to this Code section may file a copy of its certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited liability company is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the limited liability company indexed as the grantor and the foreign entity indexed as the grantee. No real estate transfer tax otherwise required by Code Section 48-6-1 shall be due with respect to recordation of such certificate of conversion. (Code 1981, § 14-11-906, enacted by Ga. L. 2006, p. 825, § 26/SB 469; Ga. L. 2007, p. 455, § 5/SB 234.)
Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026

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