Statutes > Arizona Statutes > Title 10 - Corporations and Associations > 10-1105

10-1105

10-1105. Articles of merger or share exchange; publication

A. After a plan of merger or share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the commission for filing both:

1. The plan of merger or share exchange.

2. Articles of merger or share exchange setting forth:

(a) The names of the corporations that were parties to the merger or share exchange.

(b) The name and address of the known place of business of the surviving or acquiring corporation.

(c) The name and address of the statutory agent of the surviving or acquiring corporation.

(d) Any amendments to the articles of incorporation of the surviving corporation.

(e) If shareholder approval was not required, a statement to that effect.

(f) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:

(i) The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation.

(ii) 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.

B. A merger or share exchange takes effect at the effective time and date of the articles of merger or share exchange, as determined pursuant to section 10-123.

C. If the articles of merger include amendments to the articles of incorporation of the surviving corporation, the document required to be filed and published under this section shall be styled "articles of amendment and merger".

D. Within sixty days after the commission approves the filing, a copy of the articles of merger or share exchange shall be published. An affidavit evidencing the publication may be filed with the commission.