§ 55-11-05. Articles of merger or share exchange.
§ 55‑11‑05. Articles of merger or share exchange.
(a) After a plan ofmerger or a plan of share exchange for the acquisition of shares of a domesticcorporation has been authorized as required by this Chapter, the surviving oracquiring corporation shall deliver to the Secretary of State for filingarticles of merger or share exchange.
In the case of a merger, thearticles of merger shall set forth (i) the name and state or country ofincorporation of each merging corporation, (ii) the name of the mergingcorporation that will survive the merger and, if the surviving corporation isnot authorized to transact business or conduct affairs in this State, adesignation of its mailing address and a commitment to file with the Secretaryof State a statement of any subsequent change in its mailing address, (iii) anyamendments to the articles of incorporation of the surviving corporationprovided in the plan of merger if the surviving corporation is a domesticcorporation, and (iv) a statement that the plan of merger has been approved byeach merging corporation in the manner required by law.
In the case of a shareexchange, the articles of share exchange shall set forth (i) the name of thecorporation whose shares will be acquired, (ii) the name and state or countryof incorporation of the acquiring corporation, (iii) a designation of itsmailing address and a commitment to file with the Secretary of State astatement of any subsequent change in its mailing address if the acquiringcorporation is not authorized to transact business or conduct affairs in thisState, and (iv) a statement that the plan of share exchange has been approvedby the corporation whose shares will be acquired and by the acquiringcorporation in the manner required by law.
(a1) If the plan of mergeror share exchange is amended after the articles of merger or share exchangehave been filed but before the articles of merger or share exchange becomeeffective and any statement in the articles of merger or share exchange becomesincorrect as a result of the amendment, the surviving or acquiring corporationshall deliver to the Secretary of State for filing prior to the time thearticles of merger or share exchange become effective an amendment to thearticles of merger or share exchange correcting the incorrect statement. If thearticles of merger or share exchange are abandoned after the articles of mergeror share exchange are filed but before the articles of merger or share exchangebecome effective, the surviving or acquiring corporation shall deliver to theSecretary of State for filing prior to the time the articles of merger or shareexchange become effective an amendment reflecting abandonment of the plan ofmerger or share exchange.
(b) A merger or shareexchange takes effect when the articles of merger or share exchange becomeeffective.
(c) Certificates ofmerger shall also be registered as provided in G.S. 47‑18.1.
(d) In the case of amerger pursuant to G.S. 55‑11‑07 or a share exchange pursuant toG.S. 55‑11‑07, references in subsections (a) and (a1) of thissection to "corporation" shall include a domestic corporation, adomestic nonprofit corporation, a foreign corporation, and a foreign nonprofitcorporation as applicable. (1925, c. 77, s. 1; 1939, c. 5; 1943, c. 270; G.S., s.55‑165; 1955, c. 1371, s. 1; 1967, c. 823, s. 18; 1973, c. 469, s. 34;1989, c. 265, s. 1; 1991, c. 645, s. 10(b); 2005‑268, s. 22; 2006‑226,s. 16(b); 2006‑259, s. 14.5(a)‑(b); 2006‑264, s. 44(b).)