§ 7-6-48 - Merger or consolidation of domestic and foreign corporations.
SECTION 7-6-48
§ 7-6-48 Merger or consolidation ofdomestic and foreign corporations. – (a) Notwithstanding anything to the contrary contained in any general or publiclaw, rule, or regulation, any two (2) or more corporations, whether defined in§ 7-6-2 or § 7-1.2-106 may be merged or consolidated in the followingmanner, if the merger or consolidation is permitted by the laws of the stateunder which each foreign corporation is organized:
(1) Each domestic corporation shall comply with theprovisions of this chapter regarding the merger or consolidation of domesticcorporations and each foreign corporation shall comply with the applicableprovisions of the laws of the state under which it is organized.
(2) If the surviving or new corporation is to be governed bythe laws of any state other than this state, it shall comply with theprovisions of this chapter with respect to foreign corporations if it is toconduct affairs in this state, and in every case it shall file with thesecretary of state of this state:
(i) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation of any domesticcorporation which is a party to the merger or consolidation; and
(ii) An irrevocable appointment of the secretary of state ofthis state as its agent to accept service of process in any proceeding.
(b) The effect of the merger or consolidation shall be thesame as in the case of the merger or consolidation of domestic corporations, ifthe surviving or new corporation is to be governed by the laws of this state.If the surviving or new corporation is to be governed by the laws of any stateother than this state, the effect of the merger or consolidation is the same asin the case of the merger or consolidation of domestic corporations exceptinsofar as the laws of the other state provide otherwise.
(c) After approval by the members or, if there are no membersentitled to vote on it, by the board of directors, and at any time prior to thefiling of the articles of merger or consolidation, the merger or consolidationmay be abandoned pursuant to provisions for abandonment set forth in the planof merger or consolidation.
(d) This section does not apply to insurance holding companysystems as defined in § 27-35-1.