GA Code § 14-2-1107 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 11 - Merger and Share Exchange|Part 1 - Merger and Share Exchange|§ 14-2-1107. Merger or Share Exchange With Foreign Corporation

  One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:   In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;   In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;   The foreign corporation complies with Code Section 14-2-1105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and   Each domestic corporation complies with the applicable provisions of Code Sections 14-2-1101 through 14-2-1104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Code Section 14-2-1105.     Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:   To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and   To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13 of this chapter.     This Code section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.     (Code 1981, §14-2-1107, enacted by Ga. L. 1988, p. 1070, § 1.)   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-1008 and former Code Section 14-2-217, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.   Implied approval of Commissioner upon merger of insurer.    - Former Code 1933, § 22-1008 (see now O.C.G.A. § 14-2-1107), considered along with former Code 1933, § 56-205 (see now O.C.G.A. § 33-14-5), compels the conclusion that the Insurance Commissioner is required to exercise approval authority with respect to the merger of a domestic stock insurer into a foreign stock insurer even when the surviving corporation will be domiciled outside this state. 1972 Op. Att'y Gen. No. 72-152 (decided under former Code 1933, § 22-1008).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2255 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 1016.   ALR.   - Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.