2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1102 - Share exchange

(a)
A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation through a share exchange if the board of directors of each corporation adopts and its shareholders (if required by Code Section
14-2-1103
) approve the share exchange.
(b)
The plan of share exchange must set forth:
(1)
The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2)
The terms and conditions of the share exchange; and
(3)
The manner and basis of exchanging the shares to be acquired for shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, and if any shares of any holder of a class or series of shares are to be exchanged in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to each such holder.
(c)
The plan of share exchange may set forth other provisions relating to the share exchange, including a provision that the plan may be amended prior to the time the share exchange has become effective, but if shareholders of a corporation that is a party to the share exchange are required or permitted to vote on the plan, subsequent to approval of the plan by such shareholders the plan may not be amended to change in any respect not expressly authorized by such shareholders in connection with the approval of the plan:
(1)
The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of any party to the share exchange if such change would adversely affect such shareholders; or
(2)
Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and
in the event that the plan of share exchange is amended after articles or a certificate of share exchange has been filed with the Secretary of State but before the share exchange has become effective, a certificate of amendment of share exchange executed on behalf of each party to the share exchange by an officer or other duly authorized representative shall be delivered to the Secretary of State for filing prior to the effectiveness of the share exchange.
(d)
Any of the terms of the plan of share exchange may be made dependent upon facts ascertainable outside of the plan of share exchange, provided that the manner in which such facts shall operate upon the terms of the share exchange is clearly and expressly set forth in the plan of share exchange. As used in this subsection, the term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(e)
This Code section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange of shares or otherwise.
Amended by 2006 Ga. Laws 817,§ 9, eff. 7/1/2006.
Amended by 2003 Ga. Laws 392, § 7, eff. 7/1/2003.