Manner of Acquiring Property, Franchises, and Rights; Nature of Rights and Privileges of Purchasing or Consolidated Corporation; Secretary of State's Certificate as Evidence of Existence of Corporation

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  6. Manner of Acquiring Property, Franchises, and Rights; Nature of Rights and Privileges of Purchasing or Consolidated Corporation; Secretary of State's Certificate as Evidence of Existence of Corporation

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  1. Before any acquisition under Code Section 46-8-334 of the physical property, rights, and franchises of any corporation shall become effective, the directors of the selling and purchasing corporations shall enter into a joint agreement prescribing the terms and conditions of the transaction; the name by which the purchasing or consolidated corporation shall be known; the number, names, and places of residence of the first directors and the officers thereof (who shall hold their offices until their successors have been chosen or appointed); the number of the shares of the capital stock, whether common or preferred, and the amount or par value of each share thereof, of such purchasing or consolidated corporation; and all such other provisions and details as such first-mentioned directors shall deem necessary to perfect such acquisition.
  2. The agreement shall thereafter be considered by the stockholders of each of the corporations. If the agreement is ratified by a vote of a majority of the stock of each of the corporations, that fact shall be certified upon the agreement by the secretaries of the respective corporations, under the seals thereof; and the agreement so adopted, ratified, and certified shall be filed in the office of the Secretary of State.
  3. If the Secretary of State is satisfied that Code Sections 46-8-334 and 46-8-335 have been complied with in relation to such acquisition, and that the acquisition is not inhibited by any provision of the Constitution of Georgia or of the Constitution and statutes of the United States, he shall thereupon issue his certificate that said corporations have complied with said Code sections and that such purchasing or consolidated corporation shall thenceforth constitute a corporation by the name provided in the agreement.
  4. After the issuance of the certificate by the Secretary of State, the purchasing or consolidated corporation shall be possessed of all the rights, privileges, powers, and franchises, of both a public and a private nature, and be subject to all the duties and liabilities, debts, and obligations of each of the corporations participating in the agreement; and said certificate of the Secretary of State, or a duplicate thereof duly certified, shall be conclusive evidence of the existence of such corporation in all the courts of this state.

(Ga. L. 1909, p. 163, § 3; Civil Code 1910, § 2609; Code 1933, § 94-1016.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 2614, 2615, 2621, 2623-2628, 2704-2706, 2708, 2709, 2711, 2723-2728.

C.J.S.

- 19 C.J.S., Corporations, §§ 644-648, 651, 652, 655, 796, 798.


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