Before voting, determine which statutory majority applies to a merger, division, change of legal form, or other reorganization. The constitutional documents may provide for a higher majority or additional consent requirements, insofar as legally permissible. The resolution quorum determines what proportion of the shareholders or votes entitled to vote must be present or represented. This is distinct from the majority required to adopt the reorganization resolution itself. For the calculation, clarify whether the relevant basis is votes cast, votes present, all voting rights, or capital interests. Abstentions, invalid votes, and restrictions on voting rights must be dealt with under the applicable rules. Where different share classes or special rights exist, separate consent from affected holders may be required in addition to the general shareholder majority. If several companies are involved in the reorganization, the majority must be determined separately for each company. The voting result should be confirmed only after the participants, voting rights, and calculation have been checked. Do not assume a simple majority applies if the law or constitutional documents impose stricter requirements for the company restructuring.
Required Majority for a Company Reorganization in Georgia
The majority required for a reorganization resolution in Georgia depends on the company’s legal form, the type of restructuring, and its constitutional documents. Quorum and voting majority must be assessed separately.
Tip
Quorum and the required majority are separate requirements, and both must be met. The legal form, type of reorganization, and current constitutional documents determine the calculation. Where several companies or affected share classes are involved, additional separate consents may be required.