lawskills
Google
search the Web search LawSkills.com
Did you know you can download our entire database for free?


Resources
[more] 

Georgia Caselaw:
Browse
Greatest Hits

Georgia Code: Browse

(external) Findlaw Georgia Law Resources


This site exists because of donors like you.

Thanks!


Georgia State Code
Title      14
Chapter       3  
Section Navigation   101 ... 127       128 ... 202   
 202.1 ... 304       305 ... 601   
   602 ... 701       702 ... 722   
   723 ... 743       744 ... 806   
   807 ... 822       823 ... 844   
   845 ... 857       858 ... 1003  
  1004 ... 1030       1040 ... 1107  
  1201 ... 1405     1406 ... 1430  
  1431 ... 1506     1507 ... 1601  
  1602 ... 1703    
Section<<< 1040 1041 1042 1101 1102 1103 1104 1105 1106 1107 >>>  
Title 14, Chapter 3, Section 1101 (14-3-1101)

(a) As used in this Code section, the term:

(1) "Business corporation" means a corporation for profit, incorporated under the provisions of Chapter 2 of this title.

(2) "Entity" includes any domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign limited liability company, domestic or foreign joint-stock association, or domestic or foreign limited partnership.

(3) "Foreign business corporation" means a corporation for profit incorporated under a law other than the law of this state.

(4) "Governing agreements" includes the articles of incorporation and bylaws of a domestic or foreign business corporation or domestic or foreign nonprofit corporation, articles of association or trust agreement or indenture and bylaws of a joint-stock association, articles of organization and operating agreement of a limited liability company, and the certificate of limited partnership and limited partnership agreement of a limited partnership, and agreements serving comparable purposes under the laws of other states or jurisdictions.

(5) "Joint-stock association" includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust, or enterprise having members or having outstanding shares of stock or other evidences of financial and beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but does not include a corporation, partnership, or nonprofit organization. A joint-stock association as defined in this paragraph may be one formed under the laws of this state, including a trust created pursuant to Article 3 of Chapter 12 of Title 53, or one formed under or pursuant to the laws of any other state or jurisdiction.

(6) "Limited liability company" includes limited liability companies formed under the laws of this state or of any other state or territory or the District of Columbia, unless the laws of such other state or jurisdiction forbid the merger of a limited partnership with a corporation.

(7) "Limited partnership" includes limited partnerships formed under the laws of this state or of any other state or territory or the District of Columbia, unless the laws of such other state or jurisdiction forbid the merger of a limited partnership with a corporation.

(8) "Share" includes shares, memberships, financial or beneficial interests, units, or proprietary or partnership interests in a domestic or foreign business corporation, limited liability company, joint-stock association, or a limited partnership but does not include debt obligations of any entity.

(9) "Shareholder" includes every shareholder, member, or partner in a domestic or foreign business corporation, a limited liability company, a joint-stock association, or a limited partnership that is a party to a merger or a holder of a share of stock or other evidence of financial or beneficial interest therein.

(b) Subject to the limitations set forth in Code Section 14-3-1102, one or more nonprofit corporations may merge into an entity if the plan of merger is approved as provided in Code Section 14-3-1103.

(c) The plan of merger must set forth:

(1) The name of each corporation and entity planning to merge and the name of the surviving corporation or entity into which each plans to merge;

(2) The terms and conditions of the planned merger; and

(3) The manner and basis, if any, of converting the memberships of each corporation and the shares, financial or beneficial interests, or units in each of the entities into shares, obligations, memberships, or other securities of the surviving or any other corporation or entity or into cash or other property in whole or in part.

(d) The plan of merger may set forth:

(1) Any amendments to the articles of incorporation, bylaws, or governing agreements of the surviving corporation or entity to be effected by the planned merger; and

(2) Other provisions relating to the planned merger.

Sunday November 23 05:38 CST


This site exists because of donors like you.

Thanks!


Valid HTML 4.0!

Valid CSS!





Home - Tour - Disclaimer - Privacy - Contact Us
Copyright © 2000,2002,2004 Lawskills.com