(a) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may either merge the subsidiary into itself or merge itself into the subsidiary corporation without approval of the shareholders of the parent or subsidiary except as provided in subsection (b) of this Code section.

(b) If a parent corporation merges itself into a subsidiary corporation as provided in subsection (a) of this Code section, the parent corporation shall comply with the requirements of Code Section 14-2-1103 unless:

(1) Immediately following the effective time of the merger, the articles of incorporation and the bylaws of the surviving corporation are identical, except for any differences in the articles of incorporation permitted by amendments enumerated in Code Section 14-2-1002, to the articles of incorporation and the bylaws of the parent corporation immediately prior to the effective time of the merger;

(2) Each shareholder of the parent corporation whose shares were outstanding immediately prior to the effective time of the merger will receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder;

(3) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed the total number and kind of shares of the parent corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; and

(4) The directors of the parent corporation become or remain the directors of the surviving corporation upon the effective time of the merger.

(c) The board of directors of the parent shall adopt a plan of merger that sets forth:

(1) The names of the parent and subsidiary; and

(2) The manner and basis of converting the shares of the parent or subsidiary into shares, obligations, or other securities of the surviving corporation or any other corporation or into cash or other property in whole or in part.

(d) Within ten days after the corporate action is taken, the surviving corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary or parent who does not waive the mailing requirement in writing.

(e) If the parent corporation is the surviving corporation, articles of merger or a certificate of merger under this Code section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in Code Section 14-2-1002).