§ 14-11-904 - Articles of merger - Georgia Statutes

O.C.G.A. 14-11-904 (2010)
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.