§ 23-18-324 - Consolidation.
23-18-324. Consolidation.
(a) (1) Any two (2) or more corporations may enter into an agreement for the consolidation of the corporations.
(2) The agreement shall set forth the terms and conditions of the consolidation, the name of the proposed consolidated corporation, the number of its directors, not fewer than three (3), the time of the annual meeting and election, and the names of at least three (3) persons to be directors until the first annual meeting.
(3) If such an agreement is approved by the votes of a majority of the members of each corporation present in person or by proxy at any regular meeting or at any special meeting of its members called for that purpose, the directors named in the agreement shall sign and acknowledge as incorporators articles of consolidation conforming substantially to original articles of incorporation of a corporation organized under this subchapter.
(b) (1) The articles of consolidation shall be executed, acknowledged, filed, and recorded in the same manner as the original articles of incorporation of a corporation organized under this subchapter.
(2) As soon as the Secretary of State shall have accepted the articles of consolidation for filing and recording and issued a certificate of consolidation, the proposed consolidated corporation, described in the articles under its designated name, shall be and become a body corporate, with all the powers of a corporation as originally organized under this subchapter.