§ 14-11-903 - Approval of merger - Georgia Statutes

O.C.G.A. 14-11-903 (2010)
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.