§414-315 - Articles of merger or share exchange.
§414-315 Articles of merger or share exchange. (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, articles of merger or share exchange shall be signed on behalf of each corporation and each other entity that is a party to the merger and shall be delivered to the department director for filing. The articles of merger or share exchange shall set forth:
(1) For a merger, the name and jurisdiction of each entity that is a party to the merger, and the name, address, and jurisdiction of the surviving entity;
(2) For a share exchange, the name, address, and jurisdiction of both the corporation whose shares will be acquired and the acquiring corporation;
(3) A statement that the plan of merger or share exchange has been approved by each entity involved in the merger or share exchange;
(4) If a merger, a statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger; and
(5) A statement that includes:
(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State that is to merge;
(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in a proceeding under subparagraph (A), that includes the resident's street address in this State; and
(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
(b) If the articles of merger provide for a future effective date, and:
(1) The plan of merger is amended to change the future effective date;
(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or
(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date;
then the articles of merger shall be amended by filing with the department director articles of amendment that identify the articles of merger and set forth the amendment to the articles of merger.
If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the department director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated.
(c) Articles of merger operate as an amendment to the corporation's articles of incorporation. [L 2000, c 244, pt of §1; am L 2001, c 129, §33; am L 2002, c 41, §9; am L 2003, c 124, §7; am L 2004, c 121, §10; am L 2006, c 184, §5]