Nonprofit Corporation Merger Approval and Filing Requirements in Georgia

At a glance

Requirements one by one

Governing law and eligible merger parties

Ga. Code § 14-3-1101(a) permits an ordinary domestic nonprofit merger with eligible entities, subject to the other approval and charitable safeguards in the article. Section 14-3-1108(a) also requires the other entity's law to permit a merger with a corporation. Foreign corporation participants follow § 14-3-1106.

Plan and treatment of membership interests

The plan identifies the merging corporations and survivor, terms and conditions, and any conversion of memberships or other interests into survivor interests, cash, or property (§ 14-3-1101(b)). Under § 14-3-1101(c), it may also amend the survivor's articles.

Board action and recommendation

The board approves the plan under § 14-3-1103(a). It may condition submission on a higher affirmative vote or another basis under subsection (c); the articles can also require another person's written approval. An additional entity's own decision-making body adopts the plan under § 14-3-1108(b).

Member vote and voting groups

Section 14-3-1103(a) sets the ordinary member vote at two-thirds of votes cast or a majority of voting power, whichever is less. A required class vote uses that same comparison within the class under subsection (f). The chapter, governing documents, or conditions under subsection (c) can call for more.

Member notice, plan, and consent

Under § 14-3-1103(d), meeting notice states the merger purpose and carries a plan or summary, including specified survivor documents for nonsurviving members. Section 14-3-704(c) makes merger notice ordinarily due 10–60 days before the meeting, or 30–60 days if mailed by a slower method. Section 14-3-1103(e) requires the plan or summary with a written or electronic consent or ballot solicitation.

No members

Without members, a majority of directors in office approves the merger under § 14-3-1103(b). The board-meeting notice must say that considering the merger is a meeting purpose.

Charitable assets and state review

Section 14-3-1102 requires notice and a copy of the plan to the Attorney General at least 30 days before a charitable merger is consummated. A continuing charitable survivor or the statute's asset-transfer and disinterested-director route avoids advance superior-court approval. A charitable member receiving value beyond survivor membership needs the court's prior approval with Attorney General notice.

Public filing and effective time

The survivor delivers articles containing the plan and approval information, or a certificate that keeps the executed plan at its principal office, to the Secretary of State (§ 14-3-1104). The general document rule in § 14-3-120 requires an officer or other authorized person to sign with a stated name and capacity. § 14-3-1104.1(a)–(b) requires an undertaking to arrange newspaper notice; § 14-3-1104.1(b) requires the survivor to send the request and $40 publication payment by the next business day after filing. The newspaper publishes once a week for two weeks. Filing is the default effective time unless a delayed date is specified (§ 14-3-1104(c)).

Changes and abandonment

The plan can include survivor-article amendments (§ 14-3-1101(c)). After adoption and before articles are filed, § 14-3-1103(g) lets the plan's procedure, or the board if the plan is silent, abandon the merger without renewed member action, subject to contract rights.

What trips people up

The filing can be a certificate instead of the full plan. Under § 14-3-1104(b), the certificate must say where the executed plan is kept and promise a free copy on request to a constituent member or shareholder.

Common questions

May a nonprofit merge with an LLC? Section 14-3-1108(a) allows another entity type if its governing law permits a merger with a corporation and Georgia's approvals are met.

Does a memberless nonprofit hold a member vote? Section 14-3-1103(b) gives it a majority-of-directors-in-office route.

Is newspaper publication part of the filing? Section 14-3-1104.1 requires an undertaking with the filing and a publication request by the next business day.

Statutes and sources

• Ga. Code § 14-3-1101(a). “entity or entities, whether foreign or domestic, if the plan of merger is approved for the corporation or corporations as provided in Code Section 14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and restrictions set forth in this article.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1101(b)(2)–(3). “The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1101(b)(1)–(2). “The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; (2) The terms and conditions of the planned merger” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1101(c). “The plan of merger may set forth: (1) Amendments to the articles of incorporation of the surviving corporation; and (2) Other provisions relating to the merger.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(a)(2). “On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets including good will of the corporation or the fair market value of the corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(a)(1). “The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(a). “A charitable corporation may merge with a corporation or foreign corporation or other entity without the prior approval of the superior court so long as notice is provided to the Attorney General pursuant to subsection (b) of this Code section and:” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(a)(2)(B)–(C). “The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(b). “At least 30 days before consummation of any merger of a corporation pursuant to this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1102(c). “may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity without the prior approval of the superior court in a proceeding in which the Attorney General is provided notice.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(a). “a plan of merger to be authorized must be approved: (1) By the board; (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(a)(3). “In writing by any person or persons whose approval is required by a provision of the articles authorized by Code Section 14-3-1030 for an amendment to the articles or bylaws.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(b). “If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(b). “The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(c). “The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(d)–(e). “The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(d). “The copy or summary of the plan for members of the nonsurviving corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(e). “If the board seeks to have the plan approved by the members by consent or ballot in writing or electronic transmission, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(f). “The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1103(g). “After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(a)–(b). “the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The plan of merger;” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(a)(2)–(3). “If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(a)(3). “Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(b). “In lieu of filing articles of merger that set forth the plan of merger, the surviving corporation or entity may deliver to the Secretary of State for filing a certificate of merger” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(b)(3)–(4). “That the executed plan of merger is on file at the principal place of business of the surviving corporation or entity, stating the address thereof” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(b)(4). “That a copy of the plan of merger will be furnished by the surviving corporation or entity, on request and without cost, to any member or shareholder of any corporation or entity that is a party to the merger” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104(c). “Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104.1(a)–(b). “No later than the next business day after filing the articles or certificate of merger, the surviving corporation or entity shall mail or deliver to the publisher of a newspaper” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104.1(a). “Together with the articles or certificate of merger, the surviving corporation or entity shall deliver to the Secretary of State an undertaking” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1104.1(b). “The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1108(a). “one or more corporations may merge with one or more entities, except an entity formed under the laws of a state or jurisdiction which forbids a merger with a corporation.” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1108(b). “The board of directors of each merging corporation and the appropriate body of each entity, in accordance with its governing agreements and the laws of the state or jurisdiction under which it was formed, shall adopt a plan of merger” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-1106(a)(1). “The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-704(c)(1)–(2). “The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-704(c)(2). “Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section 14-3-855, 14-3-856, 14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-120(f)–(g). “The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs” Signed 2023 act (accessed 2026-10-03).

• Ga. Code § 14-3-120(f)(1). “or by another of its officers” Signed 2023 act (accessed 2026-10-03).