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REGULATORY BODY: Other

STATUTE TEXT: Section 10A-3-5.04Articles of merger or consolidation. (a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth: (1) The plan of merger or the plan of consolidation. (2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each the nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto. (3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office. (4) As to each nonprofit corporation incorporated under the law of Alabama, the county in which its certificate of formation or other comparable charter document is filed. (b) The articles of merger or articles of consolidation and the additional number of copies as may be required for purposes of Section 10A-1-4.02 shall be delivered to the Secretary of State for filing pursuant to Section 10A-1-4.02. (Acts 1984, No. 84-290, p. 502, ss44; ss10-3A-103; amended and renumbered by Act 2009-513, p. 967, ss187.)

NOTES: Filing with Sec. of State, Ala. Code § 10A-3-5.04

REGULATORY BODY: Other

STATUTE TEXT: (a) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the commissioner. Upon finding that the articles conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the word ifiled,i and the date of the filing; (2) file one duplicate original in the commissioner’s office; (3) issue a certificate of merger or a certificate of consolidation and affix the other duplicate original to it. (b) The certificate of merger or certificate of consolidation, together with the duplicate original of the articles of merger or articles of consolidation affixed shall be returned to the surviving or new corporation or its representative.

NOTES: Filing with Commissioner of Commerce AS § 10.20.256

REGULATORY BODY: Other

STATUTE TEXT: 10-11105. Statement of merger or interest exchange; publication or posting Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the statement of merger or interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

NOTES: Filing with AZ Corporation Commission A.R.S. § 10-11105

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Filing with Sec. of State [A.C.A. § 4-28-305; 4-33-1104]; Religious and Public Benefit Corporation require consent of Court, unless it merges with another public benefit/religious org (foreign or domestic) or a mutual benefit corp. A.C.A. § 4-33-1102

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Filing with Sec. of State [A.C.A. § 4-28-305; 4-33-1104]; Religious and Public Benefit Corporation require consent of Court, unless it merges with another public benefit/religious org (foreign or domestic) or a mutual benefit corp. A.C.A. § 4-33-1102

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a public benefit corporation may only merge with another public benefit corporation or a religious corporation or a foreign nonprofit corporation or an unincorporated association the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes. In addition, a public benefit corporation that is exempt from the supervisory authority of the Attorney General pursuant to Sections 12581 and 12583 of the Government Code by virtue of being a committee, as defined in Section 82013 of the Government Code, that is required to and does file any statement pursuant to the provisions of Article 2 (commencing with Section 84200) of Chapter 4 of Title 9 of the Government Code, may merge with another public benefit corporation similarly exempt without having to obtain the Attorney Generalis consent. (b)At least 20 days prior to consummation of any merger allowed by subdivision (a), the Attorney General must be provided with a copy of the proposed agreement of merger. Terms Used In California Corporations Code 6010Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (c)Without the prior written consent of the Attorney General, when a merger occurs pursuant to subdivision (a), each member of a constituent corporation may only receive or keep a membership in the surviving corporation for or as a result of the memberis membership in the constituent corporation. (Amended by Stats. 2011, Ch. 442, Sec. 8. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

REGULATORY BODY: Attorney General

STATUTE TEXT: A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with a public benefit corporation, or a religious corporation, or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes, must have the prior written consent of the Attorney General. (Amended by Stats. 2011, Ch. 442, Sec. 18. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections 6011 and 6012. (b)A corporation may merge with any domestic corporation, foreign corporation, or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a religious corporation may only merge with another religious corporation or with a public benefit corporation or a foreign nonprofit corporation or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes. Terms Used In California Corporations Code 9640Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Bylaws: as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See California Corporations Code 9150Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: includes a corporation as well as a natural person. See California Education Code 17496State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (c)The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other person or persons whose approval of an amendment of the articles is required by the articles or bylaws; and the approval by the members (Section 5034) or any other person or persons required by this section may be given before or after the approval by the board. (d)The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following: (1)The terms and conditions of the merger. (2)The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (b) of Section 9122. (3)The amendments to the bylaws of the surviving corporation to be effected by the merger, if any. (4)The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation. (5)The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation. (6)Any other details or provisions as are desired, if any. (Amended by Stats. 2011, Ch. 442, Sec. 27. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

REGULATORY BODY: Other

STATUTE TEXT: After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving corporation shall file a copy of the agreement of merger with an officersi certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, identifying any other person or persons whose approval is required, and stating that the principal terms of the agreement in the form attached were duly approved by the required vote of the members and (if applicable) such other person or persons. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 5008 and subject to the provisions of Section 6018) and the several parties thereto shall be one surviving corporation. The Secretary of State may certify a copy of the merger agreement separate from the officersi certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 15. Effective September 29, 2006.)

NOTES: Filing with Sec. of State - Pub. Benefit Corp; Cal. Corp. § 6014; Mut. Benefit Corp.; Cal. Corp. § 8014

REGULATORY BODY: Other

STATUTE TEXT: After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file a copy of the agreement of merger with an officersi certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, identifying any other person or persons whose approval is required, and that the principal terms of the agreement in the form attached were duly approved by the required vote of the members and, if applicable, any other person or persons. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 5008 and subject to the provisions of Section 8018) and the several parties thereto shall be one corporation. The Secretary of State may certify a copy of the merger agreement separate from the officersi certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 22. Effective September 29, 2006.)

NOTES: Filing with Sec. of State - Pub. Benefit Corp; Cal. Corp. § 6014; Mut. Benefit Corp.; Cal. Corp. § 8014

REGULATORY BODY: Other

STATUTE TEXT: (1)After a plan of merger is approved, the surviving nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7 . If the plan of merger provides for amendments to the articles of incorporation of the surviving nonprofit corporation, articles of amendment effecting the amendments shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. (2)Deleted by Laws 2002, Ch. 333, ss146, eff. Oct. 1, 2002; Laws 2002, Ch. 338, ss144, eff. July 1, 2002. (3)Repealed by Laws 2006, Ch. 192, ss87, eff. July 1, 2006. (4)After a plan of conversion is approved, the converting nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of conversion pursuant to section 7-90-201.7 .

NOTES: File with Sec. of State C.R.S.A. § 7-131-103

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State; C.G.S § 33-1155(e)

REGULATORY BODY: Other

STATUTE TEXT: (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to ss 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholderis shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word istockholderi means a holder of record of stock in a corporation; the words istocki and isharei mean and include what is ordinarily meant by those words; and the words idepository receipti mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to ss 251 (other than a merger effected pursuant to ss 251(g) of this title), ss 252, ss 254, ss 255, ss 256, ss 257, ss 258, ss 263 or ss 264 of this title: (1) Provided, however, that, except as expressly provided in ss 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation (or, in the case of a merger pursuant to ss 251(h), as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in ss 251(f) of this title. (2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to ssss 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under ss 253 or ss 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (4) In the event of an amendment to a corporationis certificate of incorporation contemplated by ss 363(a) of this title, appraisal rights shall be available as contemplated by ss 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word iamendmenti substituted for the words imerger or consolidation,i and the word icorporationi substituted for the words iconstituent corporationi and/or isurviving or resulting corporation.i (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d),(e), and (g) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with ss 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of ss 114 of this title. Each stockholder electing to demand the appraisal of such stockholderis shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholderis shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholderis shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to ss 228, ss 251(h), ss 253, or ss 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of ss 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to ss 251(h) of this title, within the later of the consummation of the offer contemplated by ss 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting corporation the appraisal of such holderis shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holderis shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to ss 251(h) of this title, later than the later of the consummation of the offer contemplated by ss 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holderis shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholderis demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to ss 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in ss 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in ss 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholderis request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such personis own name, file a petition or request from the corporation the statement described in this subsection. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to ss 253 or ss 267 of this title. (h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholderis certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Courtis decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneyis fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholderis demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholderis demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. 8 Del. C. 1953, ss 262; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, ss 24; 57 Del. Laws, c. 148, ssss 27-29; 59 Del. Laws, c. 106, ss 12; 60 Del. Laws, c. 371, ssss 3-12; 63 Del. Laws, c. 25, ss 14; 63 Del. Laws, c. 152, ssss 1, 2; 64 Del. Laws, c. 112, ssss 46-54; 66 Del. Laws, c. 136, ssss 30-32; 66 Del. Laws, c. 352, ss 9; 67 Del. Laws, c. 376, ssss 19, 20; 68 Del. Laws, c. 337, ssss 3, 4; 69 Del. Laws, c. 61, ss 10; 69 Del. Laws, c. 262, ssss 1-9; 70 Del. Laws, c. 79, ss 16; 70 Del. Laws, c. 186, ss 1; 70 Del. Laws, c. 299, ssss 2, 3; 70 Del. Laws, c. 349, ss 22; 71 Del. Laws, c. 120, ss 15; 71 Del. Laws, c. 339, ssss 49-52; 73 Del. Laws, c. 82, ss 21; 76 Del. Laws, c. 145, ssss 11-16; 77 Del. Laws, c. 14, ssss 12, 13; 77 Del. Laws, c. 253, ssss 47-50; 77 Del. Laws, c. 290, ssss 16, 17; 79 Del. Laws, c. 72, ssss 10, 11; 79 Del. Laws, c. 122, ssss 6, 7; 80 Del. Laws, c. 265, ssss 8-11; 81 Del. Laws, c. 354, ssss 9, 10, 17; 82 Del. Laws, c. 45, ss 15.

NOTES: Filing with Sec. of State 8 Del. Code. § 262

REGULATORY BODY: Other

STATUTE TEXT: 617.1105 Articles of merger.oArticles of merger must be executed by each corporation, as provided in s. 617.01201 and must set forth:(1) The plan of merger; (2) If the members of any merging corporation are entitled to vote on such a plan, then, as to each such corporation, the date of the meeting of members at which the plan of merger was adopted, a statement that the number of votes cast for the merger was sufficient for approval, and the vote on the plan, or a statement that such plan was adopted by written consent and executed in accordance with s. 617.0701; (3) If a merging corporation has no members or if its members are not entitled to vote on a plan of merger, then, as to each such corporation, a statement of such fact, the date of the adoption of the plan by the board of directors, the number of directors then in office, and the vote for the plan; and (4) The effective date of the merger if the effective date of the merger is to occur after the delivery of the articles of merger to the Department of State. History.os. 71, ch. 90-179.

NOTES: Filing with Sec. of State F.S.A. § 617.1105

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign corporation or other entity, provided that: (1) The corporation or entity which is the surviving corporation or entity is a corporation or entity described in paragraph (2) of subsection (a) in Code Section 14-3-1302 after the merger; or (2) (A) 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; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (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. (b) At least 30 days before consummation of any merger of a corporation pursuant to paragraph (2) of subsection (a) of this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity. The court shall approve the transaction if it is in the public interest. (d) For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

NOTES: Ga. Code Ann., § 14-3-1102

REGULATORY BODY: Other

STATUTE TEXT: (a) After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103, by the members and any other persons, the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The plan of merger; (2) 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; (3) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) 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; (4) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103, a statement that the approval was obtained; and (5) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders. (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 which sets forth: (1) The name and state of incorporation of each corporation or entity which is merging and the name of the surviving corporation or entity into which each other corporation or entity is merging; (2) Any amendments to the articles of incorporation or governing agreements of the surviving corporation or entity; (3) 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; (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; (5) 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; (6) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) 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; (7) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103, a statement that the approval was obtained; and (8) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders. (c) Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed. (d) For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

NOTES: Filing with Sec of State - Ga. Code Ann., § 14-3-1104; Merger w/out Court Approval - Ga. Code Ann., § 14-3-1102

REGULATORY BODY: Other

STATUTE TEXT: (a) Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may merge with a corporation or foreign corporation or other entity, provided that: (1) The corporation or entity which is the surviving corporation or entity is a corporation or entity described in paragraph (2) of subsection (a) in Code Section 14-3-1302 after the merger; or (2) (A) 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; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (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. (b) At least 30 days before consummation of any merger of a corporation pursuant to paragraph (2) of subsection (a) of this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity. The court shall approve the transaction if it is in the public interest. (d) For purposes of this Code section, the definitions contained in Code Section 14-3-1108 shall be applicable.

NOTES: Filing with Sec of State - Ga. Code Ann., § 14-3-1104; Merger w/out Court Approval - Ga. Code Ann., § 14-3-1102

REGULATORY BODY: Attorney General

STATUTE TEXT: ss414D-211 Limitations on merger by public benefit corporations. (a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written notice, a public benefit corporation may merge only with: (1) A public benefit corporation; (2) A foreign corporation that would qualify under this chapter as a public benefit corporation; (3) A wholly owned corporation, if the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; (4) A corporation; provided that: (A) On or prior to the effective date of the merger, assets with an equal value to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred to one or more persons who would have received its assets under section 414D-245(a)(5) and (6) had it dissolved; (B) The public benefit corporation shall return, transfer, or convey an asset held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (b) At least twenty days before the consummation of any merger of a public benefit corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, shall be delivered to the attorney general. (c) Without the prior written approval of the attorney general or the circuit court for the first circuit, in a proceeding in which the attorney general has been given written notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. [L 2004, c 171, ss2]

NOTES: Pub. Benefit Corp, H.R.S. § 414D-211

REGULATORY BODY: Other

STATUTE TEXT: ss414D-211 Limitations on merger by public benefit corporations. (a) Without the prior approval of the circuit court for the first circuit in a proceeding in which the attorney general has been given written notice, a public benefit corporation may merge only with: (1) A public benefit corporation; (2) A foreign corporation that would qualify under this chapter as a public benefit corporation; (3) A wholly owned corporation, if the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; (4) A corporation; provided that: (A) On or prior to the effective date of the merger, assets with an equal value to the greater of the fair market value of the net tangible and intangible assets (including goodwill) of the public benefit corporation, or the fair market value of the public benefit corporation if it were to be operated as a business concern, are transferred to one or more persons who would have received its assets under section 414D-245(a)(5) and (6) had it dissolved; (B) The public benefit corporation shall return, transfer, or convey an asset held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (b) At least twenty days before the consummation of any merger of a public benefit corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, shall be delivered to the attorney general. (c) Without the prior written approval of the attorney general or the circuit court for the first circuit, in a proceeding in which the attorney general has been given written notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. [L 2004, c 171, ss2]

NOTES: Must file articles of merger with the director of the department of commerce and consumer affairs, HRS 414D-203; Court Approval - Pub. Benefit Corp HRS § 414D-211

REGULATORY BODY: Other

STATUTE TEXT: 30-30-803. ACTION ON PLAN BY BOARD, MEMBERS AND THIRD PERSONS. (1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, a plan of merger to be adopted must be approved: (a) By the board; (b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code, for an amendment to the articles or bylaws. (2) 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. In addition, the corporation shall provide notice of any directorsi meeting at which such approval is to be obtained in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger. (3) 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. (4) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) 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. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (5) If the board seeks to have the plan approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 30-30-704 or 30-30-710, Idaho Code. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (7) 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. History: [30-30-803, added 2015, ch. 243, sec. 81, p. 998.]

NOTES: File with Sec. of State; I.C. § 30-30-803

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State 805 ILCS § 105/111.25

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity § I.C. 23-17-19-2

REGULATORY BODY: Other

STATUTE TEXT: IC 23-17-19-4 Articles of merger; contents; effective date; filingSec. 4. (a) After a plan of merger is approved by the board of directors and if required by section 3 of this chapter by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth the following:(1) The name of the surviving corporation following the merger.(2) 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.(3) If approval by members was required, the following:(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan.(B) 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.(4) If approval of the plan by a person other than the members or the board of directors is required under section 3(a)(3) of this chapter, a statement that the approval was obtained.(b) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which a merging corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the plan of merger sets forth amendments to the articles of incorporation of the surviving corporation that change the surviving corporation’s corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving corporation has real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.As added by P.L.179-1991, SEC.1. Amended by P.L.52-2018, SEC.44.

NOTES: Filing with county recorder I.C. § 23-17-19-4; Court Approval - Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity I.C. § 23-17-19-2

REGULATORY BODY: Other

STATUTE TEXT: IC 23-17-19-2 Mergers without prior approval; conditionsSec. 2. (a) Without the prior approval of the circuit court or superior court of the county where the corporation’s principal office or, if the principal office is not located in Indiana, the corporation’s registered office, is located in a proceeding that the attorney general has been given written notice, a public benefit or religious corporation may only merge with the following:(1) A public benefit or religious corporation.(2) A foreign corporation that would qualify under this article as a public benefit or religious corporation.(3) A wholly-owned foreign or domestic business or mutual benefit corporation if the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.(4) A business or mutual benefit corporation if the following conditions are met:(A) On or before 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 goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if the corporation were to be operated as a business concern are transferred or conveyed to a person who would have received the corporation’s assets under IC 23-17-22-5(a)(5) and IC 23-17-22-5(a)(6) had the corporation dissolved.(B) The business or mutual benefit corporation returns, transfers, or conveys any assets held by the business or mutual benefit corporation upon condition requiring return, transfer, or conveyance, that occurs by reason of the merger, in accordance with the condition.(C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become:(i) members in;(ii) shareholders in; or(iii) officers, employees, agents, or consultants of;the surviving corporation.(D) The requirements of section 8 of this chapter are met.(5) A state educational institution if it is a public benefit corporation and the public benefit corporation is controlled by the state educational institution before the merger.(b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation under subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.(c) Without the prior written consent of the attorney general or of the circuit court or superior court of the county where:(1) the corporation’s principal office is located; or(2) if the principal office is not located in Indiana, the corporation’s registered office is located;in a proceeding in which the attorney general has been given notice, a member of a public benefit or religious corporation may not receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if the transaction is in the public interest.As added by P.L.179-1991, SEC.1. Amended by P.L.149-2016, SEC.72; P.L.130-2016, SEC.1.

NOTES: Filing with county recorder I.C. § 23-17-19-4; Court Approval - Pub. Benefit Corp and Rel. Org must have prior approval if they merge with other type of entity I.C. § 23-17-19-2

REGULATORY BODY: Other

STATUTE TEXT: 504.1104 Articles of merger. 1. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following: a. The names of the parties to the merger. b. If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of the merger, the amendments to the articles of incorporation of the survivor or the articles of incorporation of the new corporation. c. If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws. d. If the plan of merger did not require approval by the members of the domestic nonprofit corporation that was a party to the merger, a statement to that effect. e. If approval of the plan by some person or persons other than the members of the board is required pursuant to section 504.1103, subsection 1, paragraph ici, a statement that the approval was obtained. f. As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity. 2. Terms of the articles of merger may be dependent on facts objectively ascertainable outside the articles in accordance with section 504.111, subsection 12. 3. Articles of merger must be delivered to the secretary of state for filing by the survivor of the merger and shall take effect at the effective time provided in section 504.114. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law. 2004 Acts, ch 1049, ss128, 192; 2015 Acts, ch 45, ss12 Referred to in ss504.705, 504.859, 504.1106

NOTES: Filing wth Sec. of State I.C.A. § 504.1104; Court Approval Pub. Benefit Corp and Rel. Corp only I.C.A. § 504.1102

REGULATORY BODY: Other

STATUTE TEXT: 504.1102 Limitations on mergers by public benefit or religious corporations. 1. Without the prior approval of the district court, a public benefit or religious corporation may merge only with one of the following: a. A public benefit or religious corporation. b. A foreign corporation which would qualify under this chapter as a public benefit or religious corporation. c. A wholly owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger. d. A business or mutual benefit corporation or an unincorporated entity, provided that all of the following apply where the public benefit or religious corporation is not the surviving entity in the merger: (1) 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 goodwill, of the public benefit or religious corporation or the fair market value of the public benefit or religious 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 section 504.1405, subsection 1, paragraphs iei and ifi, had it dissolved. (2) The business or mutual benefit corporation or unincorporated entity shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition. (3) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving entity. 2. Without the prior approval of the district court in a proceeding in which a guardian ad litem has been appointed to represent the interests of the corporation, a member of a public benefit or religious corporation shall not receive or keep anything as a result of a merger other than a membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest. 2004 Acts, ch 1049, ss126, 192; 2005 Acts, ch 19, ss106; 2012 Acts, ch 1049, ss16, 17 Referred to in ss504.1101, 504.1106

NOTES: Filing wth Sec. of State I.C.A. § 504.1104; Court Approval Pub. Benefit Corp and Rel. Corp only I.C.A. § 504.1102

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State, K.S.A. 17-6705 (mergers of domestic nonstock corps), 17-6707 (merger of domestic stock and nonstock, BUT does not authorize merger of charitable nonstock to stock); 17-6708 (merger of domestic and foreign stock and nonstock)

REGULATORY BODY: Other

STATUTE TEXT: Upon such approval, articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing and shall set forth:(1) The plan of merger or the plan of consolidation;Terms Used In Kentucky Statutes 273.287Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010Quorum: The number of legislators that must be present to do business.State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:(a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast; or(b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and(c) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.Effective: January 1, 1989History: Amended 1988 Ky. Acts ch. 23, sec. 204, effective January 1, 1989. - Amended 1978 Ky. Acts ch. 384, sec. 452, effective June 17, 1978. - Amended1976 Ky. Acts ch. 27, sec. 11. - Created 1968 Ky. Acts ch. 165, sec. 40.

NOTES: Filing with Sec. of State K.R.S. § 273.287

REGULATORY BODY: Other

STATUTE TEXT: ss245. When merger or consolidation effective A. A merger shall be effective when the joint agreement or certificate has been recorded by the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement or certificate with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement or certificate. B. A consolidation shall be effective, when the joint agreement and the articles have been recorded in the office of the Secretary of State, and when compliance has been had with the requirements for effectiveness of the laws under which any foreign corporations involved were formed, as of the time of filing of the agreement and articles with the Secretary of State, or as of any later effective time, not more than thirty days after the date of such filing, stated in the agreement. Acts 1968, No. 105, ss1.

NOTES: Sec. of State LSA-R.S. § 12:245

REGULATORY BODY: Attorney General

STATUTE TEXT: ss907. Limitations on merger or consolidation by public benefit corporation 1. Compliance with nonprofit conversion law required. In addition to complying with provisions of this Title, a public benefit corporation shall comply with all applicable provisions of Title 5, sections 194-B to 194-K. [PL 2001, c. 550, Pt. C, ss21 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] 2. Bequests, devises and gifts. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a public benefit corporation and that takes effect or remains payable after a merger or consolidation inures to the surviving corporation unless the will or other instrument otherwise specifically provides. [PL 2001, c. 550, Pt. C, ss21 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] 3. Notice; merger or consolidation. Written notice of a merger or consolidation of a public benefit corporation into another public benefit corporation must be provided to the Attorney General simultaneously with the filing of the articles of merger or consolidation with the Secretary of State. [PL 2001, c. 550, Pt. C, ss21 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] SECTION HISTORY PL 2001, c. 550, ssC21 (NEW). PL 2001, c. 550, ssC29 (AFF).

NOTES: Pub. Ben Corp with another 13-B M.R.S.A. § 907

REGULATORY BODY: Other

STATUTE TEXT: ss904. Articles of merger or consolidation 1. Form of articles of merger or consolidation. Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation and shall be delivered for filing pursuant to sections 104 and 106. The articles of merger or consolidation shall set forth: A. The plan of merger or the plan of consolidation; [PL 1977, c. 525, ss13 (NEW).]B. If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation (1) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting and that such plan received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; [PL 1977, c. 525, ss13 (NEW).]C. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office; and [PL 1977, c. 525, ss13 (NEW).]D. When the articles of merger or consolidation are delivered for filing by the Secretary of State, he shall, before filing them, make the same determinations, to the extent applicable, as provided in section 404 in the case of original articles. [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] SECTION HISTORY PL 1977, c. 525, ss13 (NEW).

NOTES: Filing with Sec. of State 13-B M.R.S.A. § 904

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State M.G.L.A. 180 § 10(d)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.C.L. 450.251 - 450.252a

REGULATORY BODY: Other

STATUTE TEXT: 450.2707 Certificate of merger; signing and filing; contents; determining effectiveness.Sec. 707. (1) After a plan of merger is approved under this act, each constituent corporation shall sign and file a certificate of merger on behalf of that corporation. The certificate shall set forth all of the following: (a) The statements required under section 701(2)(a), (b), and (d), and the manner and basis of converting the shares or memberships of each constituent corporation that is organized on a stock or membership basis as set forth in the plan of merger. (b) A statement that the boards have adopted the plan of merger under section 701. (c) A statement that the surviving corporation will furnish the plan of merger, on request and without cost, to any shareholder or member of any constituent corporation. (d) If approval of the shareholders or members of 1 or more corporations that are parties to the merger was required, a statement that the plan was approved by the shareholders or members under section 703a. (e) If section 706 applies to the merger, a statement that the merging corporation has not commenced business, has not issued any shares or memberships, and has not elected a board and that the plan of merger was approved by the unanimous consent of the incorporators. (f) A statement of any assumed names of merging corporations that are transferred to the surviving corporation under section 217(3), specifying each transferred assumed name and the name of the corporation from which it is transferred. The certificate may include a statement of corporate names or assumed names of merging corporations that are to be treated as newly filed assumed names of the surviving corporation under section 217(4). (2) Section 131 applies in determining when a certificate of merger under this section becomes effective. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2707

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

REGULATORY BODY: Other

NOTES: File with Sec. of State M.S.A. 317A.615

REGULATORY BODY: Other

STATUTE TEXT: After a plan of merger is approved by the board of directors, and if required by Section 79-11-321, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth: (a) The plan of merger; (b) 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; (c) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) 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.

NOTES: File with Sec. of State MS Code § 79-11-323

REGULATORY BODY: Attorney General

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.621. Limitations upon mergers, certain companies. o 1. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, a public benefit corporation may merge with the following in a proceeding of which the attorney general has been given written notice: (1) A public benefit corporation; (2) A foreign corporation which would qualify under this chapter as a public benefit corporation; (3) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or (4) A business or mutual benefit corporation, provided that: (a) 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 goodwill, of the public benefit corporation or the fair market value of the public benefit 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 subdivisions (5) and (6) of subsection 1 of section 355.691 had it dissolved; (b) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (c) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation. 2. At least twenty days before consummation of any merger of a public benefit corporation, pursuant to subdivision (4) of subsection 1 of this section, notice, including a copy of the proposed plan of merger, and, if applicable, evidence of proposed compliance with that subdivision, must be delivered to the attorney general. 3. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, in a proceeding in which the attorney general has been given notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: Pub. Benefit Corp V.A.M.S. 355.621

REGULATORY BODY: Other

STATUTE TEXT: Effective 28 Aug 2004 355.631. Articles of merger. o 1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth: (1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is herein designated as “the surviving corporation”; (2) The plan of merger; (3) If approval by 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; (4) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (b) 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; (5) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (3) of subsection 1 of section 355.626, a statement that the approval was obtained; (6) If approval by shareholders was required, then a statement as to the manner and basis of converting the shares of each merging corporation into cash, property, memberships or other securities or obligations of the surviving corporation, or, if any shares of any merging corporation are not to be converted solely into cash, property, memberships or other securities or obligations of the surviving corporation, into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation; (7) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger. 2. The articles of merger shall be executed in duplicate by each nonprofit or business corporation as follows: (1) Signed as provided in subdivision (1) of subsection 6 of section 355.011 for nonprofit corporations; (2) Signed as provided in section 351.430 for business corporations. ——– (L. 1994 H.B. 1095, A.L. 2004 H.B. 1664)

NOTES: File with Sec. of State V.A.M.S. 355.631

REGULATORY BODY: Attorney General

NOTES: Religious or Public Benefit Corp. M.C.A. 35-2-609(2)

REGULATORY BODY: Other

STATUTE TEXT: 35-2-611. Articles of merger. After a plan of merger is approved by the board of directors and, if required by 35-2-610, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state, for filing, articles of merger setting forth: (1) the plan of merger; (2) 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; (3) if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (b) (i) 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 (ii) a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) if approval of the plan by some person or persons other than the members or the board is required pursuant to 35-2-610(1)(c), a statement that the approval was obtained. History: En. Sec. 126, Ch. 411, L. 1991.

NOTES: File with Sec. of State MCA 35-2-611; Court approval (Religious or Public Benefit Corp.) M.C.A. 35-2-609

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)(1) Without the prior approval of the district court in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: Terms Used In Nebraska Statutes 21-19,119Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801Venue: The geographical location in which a case is tried. (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under the Nebraska Nonprofit Corporation Act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or (iv) A business or mutual benefit corporation, if: (A) 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 goodwill) of the public benefit corporation or the fair market value of the public benefit 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 subdivisions (a)(5) and (6) of section 21-19,134 had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (2) An application for prior approval of a merger for which prior approval is required by this subsection shall be made jointly by all corporations planning to merge and shall set forth by affidavit; (i) The plan of merger; (ii) If approval by the 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; (iii) If approval by members was required; (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and the number of votes of each class indisputably voting on the plan; and (B) 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; and (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained. (3) Upon the filing of the application, the district court shall fix a time for hearing thereon and shall direct that written notice thereof be given to the Attorney General. If it shall appear to the satisfaction of the district court that the provisions of this subsection have been complied with and the interests of the corporations planning to merge and the public interest will not be adversely affected by the merger, the district court shall issue an order approving the merger upon such terms and conditions as it may prescribe. (b) At least twenty days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to subdivision (a)(1)(iv) of this section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior written consent of the Attorney General or of the district court in a proceeding in which the Attorney General has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. If it shall appear to the satisfaction of the district court that the interests of the corporations planning to merge and the public interest will not be adversely affected by the transaction, the district court shall issue an order approving the transaction upon such terms and conditions as it may prescribe. (d) Venue for a proceeding to obtain prior approval of a merger for which prior approval is required by subsection (a) of this section and for a proceeding to obtain prior written consent of a transaction for which prior written consent is required by subsection (c) of this section lies in the district court in the county where the surviving corporationis principal office, or, if none in this state, its registered office, is located or where one of the corporations planning to merge is located. Source Laws 1996, LB 681, ss 119; Laws 1997, LB 121, ss 1.

NOTES: Rel. Org and Public Benefits Corps. Neb. Rev. St § 21-19,119

REGULATORY BODY: Other

STATUTE TEXT: After a plan of merger is approved by the board of directors, and if required by section 21-19,119 or 21-19,120 , by the district court or the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth: Terms Used In Nebraska Statutes 21-19,121Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (1) The plan of merger; (2) If approval by the 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; (3) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) 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; (4) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained; and (5) If prior approval of the district court is required pursuant to section 21-19,119 , a certified copy of the order of the district court. Source Laws 1996, LB 681, ss 121; Laws 1997, LB 121, ss 2.

NOTES: File with Sec. of State NE ST § 21-19,121; Court Approval Rel. Org and Pub. Benefit Corp Neb.Rev.St. § 21-19,119

REGULATORY BODY: Other

STATUTE TEXT: (a)(1) Without the prior approval of the district court in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: Terms Used In Nebraska Statutes 21-19,119Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801Venue: The geographical location in which a case is tried. (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under the Nebraska Nonprofit Corporation Act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or (iv) A business or mutual benefit corporation, if: (A) 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 goodwill) of the public benefit corporation or the fair market value of the public benefit 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 subdivisions (a)(5) and (6) of section 21-19,134 had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (2) An application for prior approval of a merger for which prior approval is required by this subsection shall be made jointly by all corporations planning to merge and shall set forth by affidavit; (i) The plan of merger; (ii) If approval by the 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; (iii) If approval by members was required; (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and the number of votes of each class indisputably voting on the plan; and (B) 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; and (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120 , a statement that the approval was obtained. (3) Upon the filing of the application, the district court shall fix a time for hearing thereon and shall direct that written notice thereof be given to the Attorney General. If it shall appear to the satisfaction of the district court that the provisions of this subsection have been complied with and the interests of the corporations planning to merge and the public interest will not be adversely affected by the merger, the district court shall issue an order approving the merger upon such terms and conditions as it may prescribe. (b) At least twenty days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to subdivision (a)(1)(iv) of this section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior written consent of the Attorney General or of the district court in a proceeding in which the Attorney General has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. If it shall appear to the satisfaction of the district court that the interests of the corporations planning to merge and the public interest will not be adversely affected by the transaction, the district court shall issue an order approving the transaction upon such terms and conditions as it may prescribe. (d) Venue for a proceeding to obtain prior approval of a merger for which prior approval is required by subsection (a) of this section and for a proceeding to obtain prior written consent of a transaction for which prior written consent is required by subsection (c) of this section lies in the district court in the county where the surviving corporationis principal office, or, if none in this state, its registered office, is located or where one of the corporations planning to merge is located. Source Laws 1996, LB 681, ss 119; Laws 1997, LB 121, ss 1.

NOTES: File with Sec. of State NE ST § 21-19,121; Court Approval Rel. Org and Pub. Benefit Corp Neb.Rev.St. § 21-19,119

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State N.R.S. 92A.200

REGULATORY BODY: Other

STATUTE TEXT: 292:7 Change of Name; Amending Articles. n Any corporation now or hereafter organized or registered in accordance with the provisions of this chapter, and any existing corporation which may have been so organized or registered, may change its name, increase or decrease its capital stock or membership certificates, merge with or acquire any other corporation formed pursuant to this chapter, or amend its articles of agreement, by a majority vote of such corporation’s board of directors or trustees, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state and in the office of the clerk of the town or city in this state which is its principal place of business. In the case of a foreign nonprofit corporation registered in New Hampshire, a copy of the amendment or plan of merger, certified by the proper officer of the state of incorporation, shall be filed with the secretary of state, together with the fee provided in RSA 292:5. The surviving corporation in a merger shall continue to have all the authority and powers vested in the merging corporations, including any powers previously conferred upon them by the legislature. Source. 1895, 1:2. 1897, 49:1. PL 223:6. 1931, 69:1. RL 272:6. RSA 292:7. 1971, 73:2. 1983, 112:11. 1988, 93:5. 1991, 261:7, eff. Jan. 1, 1992.

NOTES: File with Sec. of State N.H. Rev. Stat. § 292:7

REGULATORY BODY: Attorney General

STATUTE TEXT: 15A:10-5. Certificate of merger or consolidation a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth: (1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation; (2) the plan of merger or the plan of consolidation; (3) as to each corporation without members entitled to vote thereon: (a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and (b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting; (4) as to each corporation having members entitled to vote thereon: (a) the number of members entitled to vote on such plan, (b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class, (c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting; (5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.

NOTES: N.J.S.A. 15A:10-5

REGULATORY BODY: Other

STATUTE TEXT: 15A:10-5. Certificate of merger or consolidation a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth: (1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation; (2) the plan of merger or the plan of consolidation; (3) as to each corporation without members entitled to vote thereon: (a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and (b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting; (4) as to each corporation having members entitled to vote thereon: (a) the number of members entitled to vote on such plan, (b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class, (c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting; (5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.

NOTES: File with Sec. of State, N.J.S.A. 15A:10-5

REGULATORY BODY: Other

STATUTE TEXT: A. Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by two authorized officers of the corporation, and shall set forth: (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corporation are entitled to vote thereon, then as to each corporation: (a) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting and that the plan received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office. B. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of merger or articles of consolidation shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of merger or a certificate of consolidation to which shall be affixed the copy. C. The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto by the commission [secretary of state], shall be returned to the surviving or new corporation or its representative. History: 1953 Comp., ss 51-14-85, enacted by Laws 1975, ch. 217, ss 43; 2003, ch. 318, ss 16. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, in Subsection A, deleted “in duplicate” following “shall be executed”, substituted “two authorized officers of the corporation” for “its president or vice president and by its secretary or assistant secretary” following “each corporation by”; substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection B; substituted “the original and copy” for “each of the duplicate originals” in Paragraph B(1); substituted “the original” for “one of the originals” in Paragraph B(2); substituted “copy” for “other duplicate original” in Paragraph B(3) and Subsection C; and deleted “corporation” preceding “commission” throughout the section.

NOTES: File with Sec. of State N. M. S. A. 1978, § 53-8-43

REGULATORY BODY: Attorney General

NOTES: N-PCL Article 9

REGULATORY BODY: Other

STATUTE TEXT: ss 904. Certificate of merger or consolidation; contents. (a) After approval of the plan of merger or consolidation unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Approval of plan) a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of ………. and …………… into (names of corporations) under section 904 of the Not-for-Profit Corporation Law,” shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a), (1), (2), and (4) of section 902 (Plan of merger or consolidation). (2) The effective date of the merger or consolidation if other than the date of filing of the certificate of merger or consolidation by the department of state. (3) In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a) (4) of section 902. (4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state or, in the case of constituent corporations created by special law, the chapter number and year of passage of such law. (5) The manner in which the merger or consolidation was authorized with respect to each constituent corporation. (b) The surviving or consolidated corporation shall thereafter cause a copy of such certificate certified by the department of state, to be filed in the office of the clerk of each county in which the office of a constituent corporation, other than the surviving corporation, is located, and in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation, other than the surviving corporation, is situated. (a) After approval of the plan of merger or consolidation unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Approval of plan) a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of ………. and …………… into (names of corporations) under section 904 of the Not-for-Profit Corporation Law,” shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth: (1) The statements required by subparagraphs (a), (1), (2), and (4) of section 902 (Plan of merger or consolidation). (2) The effective date of the merger or consolidation if other than the date of filing of the certificate of merger or consolidation by the department of state. (3) In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a) (4) of section 902. (4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state or, in the case of constituent corporations created by special law, the chapter number and year of passage of such law. (5) The manner in which the merger or consolidation was authorized with respect to each constituent corporation. (b) The surviving or consolidated corporation shall thereafter cause a copy of such certificate certified by the department of state, to be filed in the office of the clerk of each county in which the office of a constituent corporation, other than the surviving corporation, is located, and in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation, other than the surviving corporation, is situated.

NOTES: Must file with Sec. of State per N-PCL § 904; Can petition for court approval rather than AG, still governed by N-PCL Article 9

REGULATORY BODY: Attorney General

STATUTE TEXT: 55A-11-02. Limitations on mergers by charitable or religious corporations.(a) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given written notice, a charitable or religious corporation may merge only with any of the following:(1) A charitable or religious corporation.(2) A foreign corporation that would qualify under this Chapter as a charitable or religious corporation.(3) A wholly owned foreign or domestic corporation (business or nonprofit) which is not a charitable or religious corporation, or an unincorporated entity, provided the charitable or religious corporation is the survivor in the merger and continues to be a charitable or religious corporation after the merger.(4) A business or nonprofit corporation (foreign or domestic) other than a charitable or religious corporation, or an unincorporated entity, provided that: (i) 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 goodwill) of the charitable or religious corporation or the fair market value of the charitable or religious 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 G.S. 55A-14-03(a)(1) and (2) had it dissolved; (ii) it shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (iii) the merger is approved by a majority of directors of the charitable or religious corporation who are not and will not become members, as “member” is defined in G.S. 55A-1-40(16) or G.S. 57D-1-03, partners, limited partners, or shareholders in or directors, managers, officers, employees, agents, or consultants of the survivor in the merger.(b) At least 30 days before consummation of any merger of a charitable or religious corporation pursuant to subdivision (a)(4) of this section, notice, including a copy of the proposed plan of merger, shall be delivered to the Attorney General. This notice shall include all the information the Attorney General determines is required for a complete review of the proposed transaction. The Attorney General may require an additional 30-day period to review the proposed transaction by providing written notice to the charitable or religious corporation prior to the expiration of the initial notice period. During this 30-day period, the transaction may not be finalized.(c) Without the prior written consent of the Attorney General, or approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a charitable or religious corporation may receive or retain any property as a result of a merger other than an interest as a member, as “member” is defined in G.S. 55A-1-40(16), in the survivor of the merger. The Attorney General may consent to the transaction, or the court shall approve the transaction, if it is fair and not contrary to the public interest. (1993, c. 398, s. 1; c. 553, s. 83(a); 1995, c. 400, s. 6; 1999-204, s. 1; 1999-369, s. 2.4; 2013-157, s. 5.)

NOTES: Charitable And Rel. Corp. N.C.G.S.A. § 55A-11-02

REGULATORY BODY: Other

STATUTE TEXT: 55A-11-04. Articles of merger.(a) After a plan of merger has been authorized as required by this Chapter, the surviving corporation shall deliver to the Secretary of State for filing articles of merger setting forth:(1) The name and state or country of incorporation of each merging corporation.(2) The name of the merging corporation that will survive the merger and, if the surviving corporation is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.(3) If the surviving corporation is a domestic corporation, any amendment to the articles of incorporation of the corporation provided in the plan of merger.(4) A statement that the plan of merger has been approved by each merging corporation in the manner required by law.(a1) If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.(b) A merger takes effect when the articles of merger become effective.(c) Certificates of merger shall also be registered as provided in G.S. 47-18.1.(d) In the case of a merger pursuant to G.S. 55A-11-06 or G.S. 55A-11-08, references in subsections (a) and (a1) of this section to “corporation” shall include a domestic corporation, a foreign nonprofit corporation, a domestic business corporation, and a foreign business corporation as applicable. (1955, c. 1230; 1967, c. 823, s. 22; 1993, c. 398, s. 1; 2005-268, s. 40; 2006-264, s. 44(d).)

NOTES: File with Sec. of State N.C.G.S.A. § 55A-11-04; Judicial Action Charitable And Rel. Corp., N.C.G.S.A. § 55A-11-02

REGULATORY BODY: Other

STATUTE TEXT: 55A-11-02. Limitations on mergers by charitable or religious corporations.(a) Without the prior approval of the superior court in a proceeding in which the Attorney General has been given written notice, a charitable or religious corporation may merge only with any of the following:(1) A charitable or religious corporation.(2) A foreign corporation that would qualify under this Chapter as a charitable or religious corporation.(3) A wholly owned foreign or domestic corporation (business or nonprofit) which is not a charitable or religious corporation, or an unincorporated entity, provided the charitable or religious corporation is the survivor in the merger and continues to be a charitable or religious corporation after the merger.(4) A business or nonprofit corporation (foreign or domestic) other than a charitable or religious corporation, or an unincorporated entity, provided that: (i) 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 goodwill) of the charitable or religious corporation or the fair market value of the charitable or religious 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 G.S. 55A-14-03(a)(1) and (2) had it dissolved; (ii) it shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (iii) the merger is approved by a majority of directors of the charitable or religious corporation who are not and will not become members, as “member” is defined in G.S. 55A-1-40(16) or G.S. 57D-1-03, partners, limited partners, or shareholders in or directors, managers, officers, employees, agents, or consultants of the survivor in the merger.(b) At least 30 days before consummation of any merger of a charitable or religious corporation pursuant to subdivision (a)(4) of this section, notice, including a copy of the proposed plan of merger, shall be delivered to the Attorney General. This notice shall include all the information the Attorney General determines is required for a complete review of the proposed transaction. The Attorney General may require an additional 30-day period to review the proposed transaction by providing written notice to the charitable or religious corporation prior to the expiration of the initial notice period. During this 30-day period, the transaction may not be finalized.(c) Without the prior written consent of the Attorney General, or approval of the superior court in a proceeding in which the Attorney General has been given notice, no member of a charitable or religious corporation may receive or retain any property as a result of a merger other than an interest as a member, as “member” is defined in G.S. 55A-1-40(16), in the survivor of the merger. The Attorney General may consent to the transaction, or the court shall approve the transaction, if it is fair and not contrary to the public interest. (1993, c. 398, s. 1; c. 553, s. 83(a); 1995, c. 400, s. 6; 1999-204, s. 1; 1999-369, s. 2.4; 2013-157, s. 5.)

NOTES: File with Sec. of State N.C.G.S.A. § 55A-11-04; Judicial Action Charitable And Rel. Corp., N.C.G.S.A. § 55A-11-02

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: N.D.C.C. 10-33-122

REGULATORY BODY: Other

STATUTE TEXT: 1.Upon receiving the approval required by section 10-33-87 and after compliance with section 10-33-122 and section 10-33-144, if applicable, articles of merger or consolidation must be prepared that contain:a.The plan of merger or consolidation;b.A statement that the plan has been approved by each corporation under this chapter; andc.A statement that the notice to the attorney general required by section 10-33-122 or 10-33-144 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 10-33-122 or 10-33-144 is not applicable.2.The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state.3.The secretary of state shall issue a certificate of merger to the surviving corporation or its legal representative or a certificate of consolidation and incorporation to the new corporation. The certificate must contain the effective date of merger or consolidation.

NOTES: N.D.C.C. 10-33-88

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: Pub. Benefit Corp. O.R.C. § 1702.41

REGULATORY BODY: Other

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: File with Sec. of State Sec. of State O.R.C. § 1702.41; Judicial Action Pub. Benefit Corp. O.R.C. § 1702.41

REGULATORY BODY: Other

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: File with Sec. of State Sec. of State O.R.C. § 1702.41; Judicial Action Pub. Benefit Corp. O.R.C. § 1702.41

REGULATORY BODY: Other

STATUTE TEXT: MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONSTOCK CORPORATIONS; SERVICE OF PROCESS UPON SURVIVING OR RESULTING CORPORATION A. Any one or more nonstock domestic corporations may merge or consolidate with one or more other foreign nonstock corporations, unless the laws of the jurisdiction or jurisdictions under which such foreign nonstock corporation or corporations are organized prohibit such merger or consolidation. The constituent corporations may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting nonstock corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with the provisions of this section. The term “foreign nonstock corporation” means a nonstock corporation organized under the laws of any jurisdiction other than this state. B. 1. All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state: a.the terms and conditions of the merger or consolidation, b.the mode of carrying the same into effect, c.in the case of a merger in which the surviving corporation is a domestic corporation, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger, which amendments or changes many amend and restate the certificate of incorporation of the surviving corporation in its entirety, or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation, d.in the case of a consolidation in which the resulting corporation is a domestic corporation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement, e.the manner, if any, of converting the memberships or membership interests of each of the constituent corporations into memberships or membership interests of the corporation surviving or resulting from such merger or consolidation, or of canceling some or all of the memberships or membership interests, and if any memberships or membership interests of any of the constituent corporations are not to remain outstanding, to be converted solely into memberships or membership interests of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such memberships or membership interests are to receive in exchange for, or upon conversion of, such memberships or membership interests, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of memberships or membership interests of the surviving or resulting corporation, f.such other details and provisions as shall be deemed desirable including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto, consistent with Section 1036 of this title, and g.such other provisions or facts as required to set forth in an agreement of merger or consolidation, including any provision for amendment of the certificate of incorporation or equivalent document, or a surviving foreign nonstock corporation by the laws of each jurisdiction under which any of the foreign nonstock corporation are organized. 2. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term “facts,” as used in the preceding sentence includes, but is not limited to, the occurrence of any event including a determination or action by any person or body, including the corporation. C. The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations in accordance with the laws under which it is organized and, in the case of domestic corporation, in the same manner as is provided for in Section 1084 of this title. The agreement shall be filed and shall become effective for all purposes of the laws of this state when and as provided for in Section 1084 of this title with respect to the merger of nonstock domestic corporations. Insofar as they may be applicable, the provisions of paragraphs 1 through 9 of subsection C of Section 1082 of this title shall apply to a merger under this section, and the reference therein to “shareholder” shall be deemed to include “member” hereunder. D. If the corporation surviving or resulting from the merger or consolidation is a foreign nonstock corporation, it shall agree that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent domestic corporation, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. In the event of such service upon the Secretary of State in accordance with the provisions of Section 2004 of Title 12 of the Oklahoma Statutes, the Secretary of State shall immediately notify such surviving or resulting corporation thereof by letter, certified mail, return receipt requested, directed to such corporation at its address so specified, unless such surviving or resulting corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being made pursuant to the provisions of this subsection, and to pay the Secretary of State the fee prescribed by paragraph 7 of Section 1142 of this title, which fee shall be taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon him, the fact that service has been effected pursuant to the provisions of this subsection, the return date thereof, and the date when the service was made. The Secretary of State shall not be required to retain such information for a period longer than five (5) years from his receipt of service of process. E. The provisions of subsection E of Section 1081 of this title shall apply to a merger pursuant to the provisions of this section if the corporation surviving the merger is a domestic corporation. F. The provisions of subsection D of Section 1081 of this title shall apply to a merger under this section; provided, however, that references to the board of directors, to shareholders, and to shares of a constituent corporation shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively. G. Nothing in this section shall be construed to authorize the merger of a charitable nonstock corporation into a nonstock corporation if the charitable nonstock corporation would thereby have its charitable status lost or impaired; but a nonstock corporation may be merged into a charitable nonstock corporation which shall continue as the surviving corporation. Added by Laws 1986, c. 292, ss 85, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, ss 24, eff. Nov. 1, 2004; Laws 2019, c. 88, ss 19, eff. Nov. 1, 2019.

NOTES: File with Sec. of State 18 Okl.St.Ann. § 1085

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) Without the prior written consent of the Attorney General or the prior approval of the circuit court of the county in which a corporationis principal office is located or, if the principal office is not in this state, where the registered office of the corporation is or was last located, in a proceeding in which the Attorney General has been given written notice, a public benefit corporation or religious corporation may merge only with:(a) A public benefit corporation or religious corporation; (b) A foreign corporation that would qualify under this chapter as a public benefit corporation or religious corporation; (c) A wholly owned foreign corporation or domestic business corporation or mutual benefit corporation, provided the public benefit corporation or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger; or (d) A foreign corporation or domestic business corporation or mutual benefit corporation, provided that: (A) On or before 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 goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if the public benefit corporation or religious corporation were to be operated as a business concern are transferred or conveyed to one or more persons that would have received the assets of the public benefit corporation or religious corporation under ORS 65.637 (1)(e) and (f) had the public benefit corporation or religious corporation dissolved; (B) The public benefit corporation or religious corporation shall return, transfer or convey any assets the public benefit corporation or religious corporation holds upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the public benefit corporation or religious corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation. (2) The public benefit corporation or religious corporation must deliver notice and a copy of the proposed plan of merger to the Attorney General at least 20 days before the public benefit corporation or religious corporation files articles of merger. (3) Without the prior written consent of the Attorney General or the prior approval of the court specified in subsection (1) of this section in a proceeding in which the Attorney General has been given written notice, a member of a public benefit corporation or religious corporation may not receive or keep anything as a result of a merger other than a membership in the surviving public benefit corporation or religious corporation. Approval or consent that is required by this section must be given if the transaction is consistent with the purposes of the public benefit corporation or religious corporation or is otherwise in the public interest. [1989 c.1010 ss119; 2019 c.174 ss82]

NOTES: Pub. Benefit and Religious Corp. - Either Court or AG O.R.S. § 65.484

REGULATORY BODY: Other

STATUTE TEXT: (1) After the board of directors of each merging corporation and, if required under ORS 65.487, the members of each merging corporation and any other persons that must approve a plan of merger approve the plan, the surviving corporation shall deliver to the Secretary of State for filing:(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; (c) A written declaration that: (A) States that a sufficient vote of the board of directors of each corporation approved the plan of merger, if the approval of members was not required; or (B) Sets forth, if the members of one or more corporations were required to approve the plan of merger: (i) The designation and number of members of each class entitled to vote separately on the plan and the number of votes each class is entitled to cast; and (ii) The total number of votes that each class entitled to vote separately on the plan cast for and against the plan; (d) A written declaration that states that a person or persons other than the members of the board approved the plan, if required under ORS 65.487 (1)(c); and (e) A written declaration that states that the Attorney General approved the plan, if the plan required the Attorney Generalis approval. (2) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. [1989 c.1010 ss121; 2015 c.28 ss5; 2019 c.174 ss84]

NOTES: File with Sec. of State Sec. of State O.R.S. § 65.491; Pub. Benefit and Religious Corp. - Either Court or AG) [O.R.S. § 65.4

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State Sec. of State O.R.S. § 65.491; Pub. Benefit and Religious Corp. - Either Court or AG) [O.R.S. § 65.4

REGULATORY BODY: Attorney General

NOTES: Pa. O.C. Rule 5.5 (Not in statute)

REGULATORY BODY: Other

STATUTE TEXT: ss 5927. Filing of articles of merger or consolidation (Repealed). 2014 Repeal. Section 5927 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.

NOTES: File with Dept. of State 15 Pa.C.S.A. § 5927; Pa. O.C. Rule 5.5

REGULATORY BODY: Other

STATUTE TEXT: ss 7-6-46. Articles of merger or consolidation. (a) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by its president or a vice president and by its secretary or an assistant secretary, and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation: (i) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or (ii) A statement that the plan was adopted by a consent in writing signed by all members entitled to vote on it; (3) If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office. (b) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in the secretary of state’s office; (3) Issue a certificate of merger or a certificate of consolidation. (c) The certificate of merger or certificate of consolidation shall be delivered to the surviving or new corporation, as the case may be, or its representative. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2005, ch. 36, ss 4; P.L. 2005, ch. 72, ss 4.)

NOTES: Secretary of State, Gen.Laws 1956, § 7-6-46

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) Without the prior approval of the court of common pleas of Richland County in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: (1) a public benefit or religious corporation; (2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; (3) a foreign or domestic business; mutual benefit corporation; or a corporation chartered directly by special act of the General Assembly, a city, county, or other governmental unit other than the Secretary of State, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or, (4) a foreign or domestic business or mutual benefit corporation, provided that: (i) on or before 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 goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious 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 Section 33-31-1406(a)(5) and (6) had it dissolved; (ii) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (iii) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (b) At least twenty days before consummation of a merger of a public benefit corporation or a religious corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) No member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. (d) Where approval or consent is required by this section, it must be given if the transaction is consistent with the purposes of the public benefit or religious corporation or is otherwise in the public interest. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Rel. Org and Public Benefits Corps.; Code 1976 § 33-31-1102

REGULATORY BODY: Other

STATUTE TEXT: After a plan of merger is approved by the board of directors of each merging corporation and if required by Section 33-31-1103 by the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth: (1) the plan of merger; (2) 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 of each corporation; (3) if approval by the members of one or more corporations was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) 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; (4) If approval of the plan by some person or persons other than the members of the board is required pursuant to Section 33-31-1103(a)(3), a statement that the approval was obtained; (5) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed. HISTORY: 1994 Act No. 384, Section 1.

NOTES: File with Sec. of State; Code 1976 § 33-31-1104

REGULATORY BODY: Attorney General

STATUTE TEXT: 47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets–Information to be submitted to secretary of state. At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;(2) Terms and conditions of the sale, transfer, conversion, or merger;(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.The information shall be submitted on forms provided by the secretary of state.Source: SL 1997, ch 260, ss 1; SL 2016, ch 221, ss 13.

NOTES: SDCL § 47-24-17

REGULATORY BODY: Other

STATUTE TEXT: 47-25-11. Endorsement and approval by secretary of state–Issuance of certificate of merger or consolidation. If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall:(1) Endorse the word “filed” on the original and the copy and the month, day, and year of filing;(2) File the original in his office; and(3) Issue a certificate of merger or a certificate of consolidation to which he shall affix the copy.The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto, shall be returned to the surviving or new corporation, as the case may be, or its representative.Source: SL 1965, ch 24, ss 43; SL 1989, ch 393, ss 28.

NOTES: File with Sec. of State SDCL § 47-25-11; SDCL § 47-24-17

REGULATORY BODY: Other

STATUTE TEXT: 47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets–Information to be submitted to secretary of state. At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;(2) Terms and conditions of the sale, transfer, conversion, or merger;(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.The information shall be submitted on forms provided by the secretary of state.Source: SL 1997, ch 260, ss 1; SL 2016, ch 221, ss 13.

NOTES: File with Sec. of State SDCL § 47-25-11; SDCL § 47-24-17

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s charter or organic documents or the charter of the new corporation; (3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan; (5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by ss 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and (6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents. (b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.

NOTES: Pub. Benefit Corp, T. C. A. § 48-61-107

REGULATORY BODY: Other

STATUTE TEXT: (a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s charter or organic documents or the charter of the new corporation; (3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan; (5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by ss 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and (6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents. (b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.

NOTES: File with Sec. of State Sec. of State, T. C. A. § 48-61-107; Judicial Action - Pub. Benefit Corp (court or AG can approve), T. C. A. § 48-61-107

REGULATORY BODY: Other

STATUTE TEXT: (a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth: (1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective; (2) If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s charter or organic documents or the charter of the new corporation; (3) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors; (4) If approval by the members of a domestic corporation that is a party to the merger or membership exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of: (A) The votes entitled to be cast if there is no voting by voting groups; or (B) The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding memberships otherwise entitled to vote on the plan; (5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by ss 48-61-123 and that either: (A) The plan of merger or membership exchange was approved by order of a court of record of this state; or (B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and (6) As to each foreign corporation and each other entity that was a party to the merger or membership exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents. (b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.

NOTES: File with Sec. of State Sec. of State, T. C. A. § 48-61-107; Judicial Action - Pub. Benefit Corp (court or AG can approve), T. C. A. § 48-61-107

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Certain mergers: must file with Sec. of State, V.T.C.A., Business Organizations Code § 10.007

REGULATORY BODY: Other

STATUTE TEXT: 16-6a-1103. Articles of merger. (1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth: (a) the plan of merger; (b) if shareholder or member approval was not required of any party to the merger: (i) a statement to the effect that approval was not required; and (ii) a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger; (c) if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; and (d) if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained. (2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed. (3) Articles of merger shall be executed by each party to the merger. Amended by Chapter 228, 2006 General Session

NOTES: File with Div. of Corporations and Commerical Code Utah Code § 16-6a-1103

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 11.02. Limitations on mergers by public benefit corporations (a) Without the prior approval of the Superior Court of Washington County in a proceeding of which the Attorney General has been given written notice, a public benefit corporation may merge only with: (1) another public benefit corporation; (2) a foreign corporation which would qualify under this title as a public benefit corporation; (3) a wholly owned foreign or domestic business corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or (4) a business corporation, provided that: (A) 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 goodwill) of the public benefit corporation or the fair market value of the public benefit 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 subdivisions 14.05(a)(5) and (6) of this title had it dissolved; (B) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (C) the merger is approved by a majority of directors of the public benefit corporation who are not and will not become shareholders in or officers, employees, agents, or consultants of the business corporation. (b) At least 20 days before consummation of any merger of a public benefit corporation, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) Without the prior written consent of the Attorney General or of the Superior Court of Washington County in a proceeding in which the Attorney General has been given notice, when a public benefit corporation merges each member of a public benefit corporation may only receive or keep a membership or memberships in the surviving public benefit corporation, if any. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: Pub. Benefit Corp 11 B V.S.A. § 11.02

REGULATORY BODY: Other

STATUTE TEXT: ss 11.04. Articles of merger After a plan of merger is approved by the board of directors, and if required by section 11.03 of this title, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth: (1) the plan of merger; (2) 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; (3) if approval by members was required: (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) 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; (4) if approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision 11.03(a)(3) of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: File with Sec. of State 11B V.S.A. § 11.04

REGULATORY BODY: Other

STATUTE TEXT: A. After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:1. The plan of merger, the names of the parties to the merger, and, for each party that is a foreign corporation or eligible entity, the name of the state or country under whose law it is incorporated or formed;2. If the articles of incorporation of a domestic corporation that is the survivor of a merger are amended, or if a new domestic corporation is created as a result of a merger, as an attachment to the articles of merger, the amendments to the survivor’s articles of incorporation or the articles of incorporation of the new corporation;3. The date the plan of merger was adopted by each domestic corporation that was a party to the merger;4. If the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:a. A statement that the plan was approved by the unanimous consent of the members; orb. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:(1) The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.5. If the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and6. As to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.B. Articles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.Code 1950, ssss 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.

NOTES: File with State Corp. Comm., VA Code Ann. § 13.1-896

REGULATORY BODY: Attorney General

NOTES: Yes

REGULATORY BODY: Other

STATUTE TEXT: RCW 24.03.200 Articles of merger or consolidation.(1) Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation by an officer of each corporation, and shall set forth:(a) The plan of merger or the plan of consolidation;(b) Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (ii) a statement that such amendment was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto;(c) Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.(2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 ss 3114; 2004 c 265 ss 20; 2002 c 74 ss 10; 1986 c 240 ss 33; 1982 c 35 ss 89; 1967 c 235 ss 41.]NOTES:Effective dateoContingent effective dateo2015 c 176: See note following RCW 23.95.100.Captions not lawo2002 c 74: See note following RCW 19.09.020.IntentoSeverabilityoEffective datesoApplicationo1982 c 35: See notes following RCW 43.07.160.

NOTES: West’s RCWA 24.03.200

REGULATORY BODY: Other

STATUTE TEXT: (a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be signed on behalf of each party to the merger or membership exchange by any officer or other duly authorized representative. The articles shall set forth: (1) The names of the parties to the merger or membership exchange; (2) If the articles of incorporation of the survivor of a merger or an exchanging nonprofit corporation are amended, or if a new corporation is created as a result of a merger, the amendments to the articles of incorporation of the survivor or exchanging corporation or the articles of incorporation of the new corporation; (3) If the plan of merger or membership exchange required approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation or bylaws; (4) If the plan of merger or membership exchange did not require approval by the members of a domestic nonprofit corporation that was a party to the merger or membership exchange, a statement to that effect; and (5) As to each foreign nonprofit corporation or eligible entity that was a party to the merger or membership exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity. (b) Terms of articles of merger or membership exchange may be made dependent on facts objectively ascertainable outside the articles in accordance with ss 29-401.04. (c) Articles of merger or membership exchange shall be delivered to the Mayor for filing by the survivor of the merger or the acquiring corporation or eligible entity in a membership exchange and take effect at the effective time provided in ss 29-102.03. Articles of merger or membership exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)

NOTES: Mayor’s Office DC ST § 29-409.06; Court approval Property held in trust by an entity or otherwise dedicated to a charitable purpose, DC ST § 29-409.01

REGULATORY BODY: Other

STATUTE TEXT: (a) For the purposes of this subchapter, the term: (1) iExchanging entityi means the domestic or foreign nonprofit corporation or eligible entity in which all of one or more classes of memberships or classes or series of eligible interests are to be acquired in a membership exchange. (2) iMembership exchangei means a transaction pursuant to ss 29-409.03. (3) iMergeri means a transaction pursuant to ss 29-409.02. (4) iParty to a mergeri or iparty to a membership exchangei means any domestic or foreign nonprofit corporation or eligible entity that: (A) Will merge under a plan of merger; (B) Will acquire memberships or eligible interests of another corporation or an eligible entity in a membership exchange; or (C) Is an exchanging entity. (5) iSurvivori in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger. (b) Property held in trust by an entity or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction under this subchapter unless the entity obtains an appropriate order of the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets. (c) Unless an entity that is a party to a transaction under this subchapter obtains an appropriate order of the Superior Court under the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets, the transaction shall not affect: (1) Any restriction imposed upon the entity by its organic documents that may not be amended by its governors, members, or interest holders; (2) Any restriction imposed upon property held by the entity by virtue of any trust under which it holds that property; or (3) The existing rights of persons other than members, shareholders, or interest holders of the entity. (d) A person that is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a transaction under this subchapter to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-409.07.

NOTES: Mayor’s Office DC ST § 29-409.06; Court approval Property held in trust by an entity or otherwise dedicated to a charitable purpose, DC ST § 29-409.01

REGULATORY BODY: Other

STATUTE TEXT: (a) After a plan of merger is approved as required by section one thousand one hundred two of this article, the surviving corporation shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The plan of merger; (2) a statement to the effect that the plan of merger was adopted by the board of directors of each corporation party to the merger; (3) if member approval was not required, a statement to that effect; and (4) if approval of members of one or more corporations party to the merger was required: (A) The designation of each class of members entitled to vote separately on the plan as to each corporation; and (B) the total number of votes cast for and against the plan by each class of members entitled to vote separately on the plan as to each corporation and a statement that the number cast for the plan by each class of members was sufficient for approval by that class.(b) A merger takes effect upon issuance by the Secretary of State of a certificate of merger to the survivor corporation. (c) The Secretary of State shall withhold the issuance of any certificate of merger in the case where the new or surviving corporation will be a foreign corporation which has not qualified to conduct affairs or do or transact business or hold property in this state until the receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from said corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one, chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.

NOTES: Sec. of State, W. Va. Code, § 31E-11-1103

REGULATORY BODY: Other

STATUTE TEXT: 181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger that include all of the following information: (1) Plan. The plan of merger. (2) If member approval not required. 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 and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (3) If member approval required. If approval by members is required, all of the following:(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.(b) 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 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.(c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (4) If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained. (5) Effective date and time. The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 181.0123. (6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.History: 1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295.

NOTES: Dept. of Financial Inst., W.S.A. 181.1105

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1102. Limitations on mergers by public benefit or religious corporations. (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; (iv) A governmental subdivision; or (v) A business or mutual benefit corporation, provided that: (A) 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 goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and (C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the surviving corporation. (b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of merger, shall be delivered to the secretary of state. The secretary of state shall notify the attorney general of the proposed plan. (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1102; W.S.1977 § 17-19-1111]

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1111. Limitations on consolidations by public benefit or religious corporations. (a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the new corporation is and will continue to be a public benefit or religious corporation; (iv) A governmental subdivision; or (v) A business or mutual benefit corporation, provided that: (A) On or prior to the effective date of the consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the consolidation, in accordance with the condition; and (C) The consolidation is approved by a majority of directors of each public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the new corporation. (b) At least twenty (20) days before consummation of any consolidation of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of consolidation, shall be delivered to the secretary of state. The secretary of state shall give notice of the proposed plan to the attorney general. (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a consolidation other than a membership or membership in the new public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1102; W.S.1977 § 17-19-1111]

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1111. Limitations on consolidations by public benefit or religious corporations. (a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the new corporation is and will continue to be a public benefit or religious corporation; (iv) A governmental subdivision; or (v) A business or mutual benefit corporation, provided that: (A) On or prior to the effective date of the consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the consolidation, in accordance with the condition; and (C) The consolidation is approved by a majority of directors of each public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the new corporation. (b) At least twenty (20) days before consummation of any consolidation of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of consolidation, shall be delivered to the secretary of state. The secretary of state shall give notice of the proposed plan to the attorney general. (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a consolidation other than a membership or membership in the new public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

NOTES: File with Sec. of State - Public Benefit and Rel. Orgs W.S.1977 § 17-19-1111; Court Approval Public Benefit and Rel. Orgs W.S.1977 § 17-19-1102

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1102. Limitations on mergers by public benefit or religious corporations. (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; (iv) A governmental subdivision; or (v) A business or mutual benefit corporation, provided that: (A) 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 goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and (C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the surviving corporation. (b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of merger, shall be delivered to the secretary of state. The secretary of state shall notify the attorney general of the proposed plan. (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

NOTES: File with Sec. of State - Public Benefit and Rel. Orgs W.S.1977 § 17-19-1111; Court Approval Public Benefit and Rel. Orgs W.S.1977 § 17-19-1102

Mergers

50 states have MERGER regulations

AL Code § 10A-3-5.04 ;; INDEX.HTML

AK Code § 10.20.256

AZ Code § 10-11105

AR Code § 4-28-305

AR Code § 4-33-1102

CA Code § 6010

CA Code § 8010

CA Code § 9640

CA Code § 6014

CA Code § 8014

CO Code § 7-131-103

CT Code § 33-1155(e)

DE Code § 262

FL Code § 617.1105

GA Code § 14-3-1102 ;; index.html

GA Code § 14-3-1104 ;; index.html

GA Code § 14-3-1102 ;; index.html

HI Code § 414D-211

HI Code § 414D-211

ID Code § 30-30-803

IL Code § 105/111.25

IN Code § I.C

IN Code § 23-17-19-4

IN Code § 23-17-19-2

IA Code § 504.1104

IA Code § 504.1102

KS Code § 17-6705

KY Code § 273.287

LA Code § 12:245

ME Code § 907

ME Code § 904

MA Code § 10(d)

MI Code § 450.251

MI Code § 450.2707

MN Code § 317A.811

REPORTS-MERGER-OT

MS Code § 79-11-323

MO Code § 355.621

MO Code § 355.631

REPORTS-MERGER-AG

MT Code § 35-2-611

NE Code § 21-19 ;; 21-19-119

NE Code § 21-19 ;; 21-19-121

NE Code § 21-19 ;; 21-19-119

NV Code § 92A.200

NH Code § 292:7 ;; 292-7

NJ Code § 15A:10-5 ;; 15A-10-5

NJ Code § 15A:10-5 ;; 15A-10-5

NM Code § 53-8-43

REPORTS-MERGER-AG

NY Code § 904

NC Code § 55A-11-02

NC Code § 55A-11-04

NC Code § 55A-11-02

ND Code § 10-33-122

ND Code § 10-33-88

OH Code § 1702.41

OH Code § 1702.41

OH Code § 1702.41

OK Code § 1085 ;; 18-1085

OR Code § 65.484 ;; 65-484

OR Code § 65.491 ;; 65-491

OR Code § 65.4

REPORTS-MERGER-AG

PA Code § 5927

RI Code § 7-6-46

SC Code § 33-31-1102

SC Code § 33-31-1104

SD Code § 47-24-17

SD Code § 47-25-11

SD Code § 47-24-17

TN Code § 48-61-107 ;; index.html

TN Code § 48-61-107 ;; index.html

TN Code § 48-61-107 ;; index.html

TX Code § 10.007

UT Code § 16-6a-1103 ;; section-1103

VT Code § 11.02

VT Code § 11.04