§ 53-12-159 - Merger of trust into a domestic corporation - Georgia Statutes

O.C.G.A. 53-12-159 (2010)
53-12-159. Merger of trust into a domestic corporation

(a) Any trust created pursuant to this article may be merged into a domestic corporation for profit organized under the laws of this state and subject to Title 14 if the deed creating the trust expressly authorizes the merger.

(b) With respect to the required procedure for the merger and the rights of dissenting shareholders:

(1) The trust shall comply with any applicable provisions of the deed creating the trust and with the following Code sections, as if the trust were a domestic corporation:

(A) Subsection (b) of Code Section 14-2-1103, as if the trustee of the trust were a board of directors of a domestic corporation;

(B) Subsections (c) through (i) of Code Section 14-2-1103 and Code Sections 14-2-1301 through 14-2-1332, as if the holders of certificates of beneficial interest in the trust were shareholders of a domestic corporation; and

(C) Code Sections 14-2-1105 and 14-2-1105.1; and

(2) The domestic corporation into which the trust is merged shall comply with the provisions of Title 14, relating to the merger of domestic corporations, in the same manner as if the trust being merged into it were a domestic corporation.

(c) Upon compliance with the requirements of this Code section and the filing of articles of merger providing for a merger of the trust into a domestic corporation in the manner provided in Code Sections 14-2-1105 and 14-2-1105.1, the Secretary of State shall treat the merger as if it were a merger of corporations under Code Sections 14-2-1105 and 14-2-1105.1.

(d) If the Secretary of State issues a certificate of merger, the merger shall become effective as of the time of delivery to the Secretary of State of the articles of merger so certified, as provided in Code Section 14-2-1105, or at such later time and date as the articles specify, not to exceed 60 days from the date of delivery of the articles to the Secretary of State. When the merger has become effective:

(1) The trust and the domestic corporation into which the trust is merged shall be a single domestic corporation;

(2) The separate existence of the trust shall cease;

(3) The domestic corporation shall continue to have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under Title 14;

(4) The domestic corporation shall possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of the trust; and all property, real, personal, and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest of or belonging to or due to the trust shall be taken and deemed to be transferred to and vested in the domestic corporation without further act or deed; and the title to any real property or any interest therein vested in the trust shall not revert or be in any way impaired by reason of the merger;

(5) The domestic corporation shall be responsible and liable for all the liabilities and obligations of the trust. Any claim existing or action or proceeding pending by or against the trust may be prosecuted as if the merger had not taken place, or the domestic corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the trust shall be impaired by the merger; and

(6) The articles of incorporation of the domestic 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.