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. |