Georgia Corporation Merger Agreement and Approval Packet

GEORGIA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Georgia domestic profit corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a parent-subsidiary short-form merger, share exchange, foreign or other-entity constituent, nonprofit, professional or regulated entity, conversion, interested-shareholder transaction, insolvency, or contested-control transaction.

Keep four records separate. The negotiated Transaction Agreement, statutory Plan of Merger, board/shareholder approval record, and filed Articles or Certificate of Merger are distinct. Signing the commercial agreement does not by itself approve the Plan or make the merger effective.

No predispute jury waiver. Georgia does not enforce contractual predispute jury-trial waivers under Georgia law. This packet excludes one. Arbitration is also excluded unless counsel deliberately replaces the forum section with a separately reviewed arbitration agreement.

Dissenters' rights are transaction-specific. Section 14-2-1302 contains merger, vote, continuity, parent-subsidiary, public-market, consideration, and governing-document gates. Do not tell all shareholders that they either have or lack appraisal rights without a class-by-class Article 13 analysis.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Georgia domestic profit corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm the transaction belongs under §§ 14-2-1101 and 14-2-1103 rather than a parent-subsidiary, cross-entity, foreign, share-exchange, regulated, or interested-shareholder route.

☐ Inventory securities, debt, liens, contracts, permits, employees and benefits, litigation, taxes, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Complete fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver Articles or a Certificate of Merger until the approval record is complete. The closing team will retain this agreement, the Plan, approvals, dissenters' rights materials, filed instrument, publication proof, and effective-time evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, authorized, issued, treasury, and outstanding shares; treatment of each share; securities, cash, obligations, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Interim covenants and conditions

Until closing, each party will operate under the negotiated ordinary-course and consent covenants in Schedule 4. Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, specified representation accuracy, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No waiver replaces a required corporate approval, dissenters' rights step, filing, or publication.

2.5 Amendment, termination, and abandonment

Schedule 6 addresses mutual termination, outside date, uncured breach, failed approval, prohibitory order, expenses, survival, and consequences.

After shareholder approval, the Plan may not be amended in a way not expressly authorized by approving shareholders if the change adversely alters their consideration, adversely changes the survivor's articles beyond permitted limits, or materially and adversely changes other Plan terms. If a filed Plan is amended before effectiveness, file the required amendment certificate.

Before effectiveness, the Plan may be abandoned subject to contractual rights under its stated procedure or, if none, as the board determines. If abandonment occurs after filing, deliver the statutory abandonment statement before effectiveness.

2.6 Risk allocation

If post-closing recourse is intended, Schedule 7 identifies responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.7 Governing law and forum

Georgia law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Georgia. Arbitration and any predispute jury-trial waiver are excluded.

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must adopt the same Plan under § 14-2-1101.

PLAN OF MERGER

1. Constituents and survivor. The constituent corporations are [TARGET] and [MERGER SUB], each a Georgia domestic profit corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE].

3. Share conversion. Each issued and outstanding share will remain outstanding, convert, exchange, or cancel exactly as stated in Schedule 2. Any different treatment among holders of the same class or series must be stated holder by holder.

4. Target articles. Target's articles will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

6. Objectively ascertainable facts. [If a term depends on an outside fact, identify the source and clearly state how the fact operates.]

7. Additional provisions. [Insert reviewed statutory provisions only. Keep confidential representations, disclosures, and indemnity schedules outside the Plan unless counsel determines otherwise.]

8. Amendment or abandonment. Before effectiveness, this Plan may be amended or abandoned only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, AND CONTRACT CONSEQUENCES].

9. Effective time. The merger will become effective: ☐ on filing; or ☐ on the valid delayed effective date and time stated in the filing.

4. APPROVAL RECORD — § 14-2-1103

4.1 Board adoption and recommendation

☐ Each board adopted the same Plan and transmitted a recommendation to approve, or the documented basis for withholding a recommendation or recommending rejection because of conflicts or other special circumstances.

☐ Any submission or effectiveness condition is stated exactly in the board record and shareholder materials.

☐ Conflicts, recusals, committees, valuation or fairness work, and fiduciary-process advice are documented separately.

4.2 Shareholder meetings

Each shareholder entitled to vote must receive meeting notice stating that a purpose is to consider the merger and containing the Plan or a summary.

Unless the Code, articles, bylaws, or board condition requires more, approval requires:

• a majority of all votes entitled to be cast on the Plan by all shares entitled to vote, voting as one group; and
• a majority of all votes entitled to be cast by each voting group entitled under the articles to vote separately.

A class or series otherwise lacking a vote may receive a merger vote if the Plan includes a provision that would trigger a separate vote if proposed as an articles amendment under § 14-2-1004.

If using action without a meeting, Georgia counsel must separately verify the current § 14-2-704 consent threshold, timing, notice, record-date, and dissenters' rights interaction. Do not reuse the meeting record above as a consent record.

4.3 Target survivor no-vote exception

Do not omit Target approval merely because Target survives. Attach a § 14-2-1103(h) memorandum confirming every condition:

☐ Target's articles will not differ except for a board-only amendment permitted by § 14-2-1002.

☐ Each pre-effective Target share remains an identical outstanding or reacquired share afterward.

☐ Post-merger outstanding and merger-issuable shares, including shares issuable on conversion or exercise of merger securities, rights, and warrants, do not exceed the total number and kind authorized by Target's pre-merger articles.

This exception applies only to the survivor; it does not excuse Merger Sub's approval.

5. DISSENTERS' RIGHTS GATE — § 14-2-1302

Classify every constituent, class or series, and holder group before sending approval materials.

☐ Counsel checked ordinary shareholder-approved merger eligibility, subsidiary-merger rules, the identical-share continuity exception, public-market and 2,000-holder limitations, nonqualifying consideration, disparate same-class treatment, and any articles or board provision preserving rights.

☐ Current Article 13 notice, preservation, demand, payment, fair-value, interest, court, cost, and exclusivity procedures were calendared from current law before materials were sent.

This packet intentionally supplies no hard-coded Article 13 procedural deadline. Missing one can eliminate a shareholder's rights or expose the corporation; attach a transaction-specific calendar reviewed on the notice date.

6. FILING AND PUBLICATION

6.1 Articles or Certificate of Merger — § 14-2-1105

After required approval, choose one filing structure:

☐ Articles of Merger setting forth the Plan and the required approval statements; or

☐ Certificate of Merger stating each corporation and jurisdiction, the survivor, any survivor-articles amendments, the address where the executed Plan is held, free-copy availability to shareholders, and the required approval statements.

The current Secretary of State FAQ states there is no merger form; draft the filing to the Code. It also states a current paper filing charge of $30 ($20 filing fee plus $10 service charge). Recheck the current fee, online route, signer authority, constituent status, and attachments on filing day.

6.2 Publication — § 14-2-1105.1

Deliver the publication undertaking with the merger filing. No later than the next business day after filing, send the statutory notice request and $40 payment to the qualifying newspaper for the applicable registered-office county.

☐ Correct county and newspaper confirmed.

☐ Statutory notice identifies constituents, survivor, jurisdiction, registered office, and registered agent.

☐ Request and payment sent no later than the next business day.

☐ Proof that notice ran once a week for two consecutive weeks, beginning within ten days after newspaper receipt, retained.

7. EFFECT AND CLOSING RECORD

Unless a valid delayed date is specified, the merger takes effect when the Articles or Certificate is filed.

At effectiveness under § 14-2-1106:

• Merger Sub merges into Target and its separate existence ceases;
• property, real estate, and contract rights vest in Target without reversion, impairment, further act, deed, conveyance, transfer, or assignment;
• Target assumes each constituent's liabilities;
• pending proceedings continue or Target may be substituted;
• Target's articles change as the Plan provides; and
• constituent shares convert according to the Plan.

Retain:

☐ executed Transaction Agreement and Schedules 2-7;

☐ board-adopted Plan and articles attachment;

☐ board and shareholder approval records;

☐ survivor no-vote memorandum, if used;

☐ dissenters' rights analysis, notices, demands, payment records, and calendar;

☐ filed Articles or Certificate, receipt, and effective-time evidence;

☐ publication request, payment proof, and publication proof;

☐ consideration exchange and withholding ledger; and

☐ tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan.

SOURCES AND REFERENCES

• Public-domain O.C.G.A. release 86 — Title 14 (November 2022 baseline)
• Georgia Secretary of State — Business Division FAQ
• Georgia Secretary of State — Georgia Business Forms
• Georgia Governor — signed SB 148 (Act 260, 2023), limited to nonprofit Chapter 3 and conforming provisions

Verified 2026-08-25. The November 2022 O.C.G.A. baseline was bridged through exact-citation post-2022 amendment sweeps for the core merger and dissenters' rights sections. No enacted amendment displacing those sections was found. Recheck current Article 13 procedure, filing instructions, fees, publication route, and later legislation for the actual transaction.