§ 7-1.2-1004 - Merger of subsidiary corporation.
SECTION 7-1.2-1004
§ 7-1.2-1004 Merger of subsidiarycorporation. – (a) Any corporation owning at least ninety percent (90%) of the outstandingshares of each class of another corporation may merge the other corporationinto itself without approval by a vote of the shareholders of eithercorporation. Its board of directors shall, by resolution, approve a plan ofmerger stating:
(1) The name of the subsidiary corporation and the name ofthe corporation owning at least ninety percent (90%) of its shares, which issubsequently in these provisions designated as the surviving corporation.
(2) The manner and basis of converting the shares of thesubsidiary corporation (other than those held by the surviving corporation)into shares or other securities or obligations of the surviving corporation orof any other corporation, or in whole or in part, into cash or otherconsideration to be paid upon the surrender of each share of the subsidiarycorporation.
(b) A copy of the plan of merger must be mailed to eachshareholder of the subsidiary corporation.
(c) Articles of merger must be executed by the survivingcorporation by an authorized representative and must state:
(1) The plan of merger; and
(2) If, pursuant to § 7-1.2-1005, the merger is tobecome effective at a time subsequent to the issuance of the certificate ofmerger by the secretary of state, the date when the merger is to becomeeffective.
(d) On and after the thirtieth (30th) day after the mailingof a copy of the agreement of merger to shareholders of the subsidiarycorporation or upon the waiver of the mailing by the holders of all outstandingshares, original articles of merger must be delivered to the secretary ofstate. If the secretary of state finds that the articles conform to law, thesecretary of state shall, when all fees and franchise taxes have been paid:
(1) Endorse on the original the word "Filed," and the month,day, and year of the filing;
(2) File the original in his office; and
(3) Issue a certificate of merger.
(e) The secretary of state shall deliver the certificate ofmerger to the surviving corporation or its representative.