§ 46-3-384 - Effect of merger or consolidation - Georgia Statutes

O.C.G.A. 46-3-384 (2010)
46-3-384. Effect of merger or consolidation

(a) If the Secretary of State issues a certificate of merger or certificate of consolidation, the merger or consolidation shall become effective as of the time of delivery to the Secretary of State of the articles of merger or articles of consolidation so certified, as provided in Code Section 46-3-383, or at such later time and date as the articles shall specify, not to exceed 60 days from the date of delivery of the articles to the Secretary of State.

(b) When such merger or consolidation has become effective:

(1) The several electric membership corporations which are parties to the plan of merger or consolidation shall be a single electric membership corporation, which, in the case of a merger, shall be that electric membership corporation designated in the plan of merger as the surviving electric membership corporation and, in the case of a consolidation, shall be the new electric membership corporation provided for in the plan of consolidation;

(2) The separate existence of all electric membership corporations which are parties to the plan of merger or consolidation, except the surviving or new electric membership corporation, shall cease;

(3) Such surviving or new electric membership corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of an electric membership corporation organized under this article;

(4) Such surviving or new electric membership corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating electric membership corporations; and all property, whether real, personal, or mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest of or belonging to or due to each of the electric membership corporations so merged or consolidated shall be taken and deemed to be transferred to and vested in such a single electric membership corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such electric membership corporations shall not revert or be in any way impaired by reason of such merger or consolidation;

(5) Such surviving or new electric membership corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the electric membership corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such electric membership corporations may be prosecuted as if such merger or consolidation had not taken place; or such surviving or new electric membership corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such electric membership corporation shall be impaired by such merger or consolidation;

(6) In the case of a merger, the articles of incorporation of the surviving electric membership corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of electric membership corporations organized under this article shall be deemed to be the original articles of incorporation of the new electric membership corporation.