3-1-36 - Articles of merger or consolidation -- Execution, contents, and filing of articles -- Issuance of certificate of merger or consolidation -- Fees.
3-1-36. Articles of merger or consolidation -- Execution, contents, and filing ofarticles -- Issuance of certificate of merger or consolidation -- Fees.
(1) Upon approval, articles of merger or consolidation shall be signed in duplicate byeach party to the merger or consolidation by its president or a vice president and by its secretaryor an assistant secretary and verified by one of the officers of each association and corporationsigning the articles.
(2) The articles shall set forth:
(a) the plan of merger or consolidation;
(b) a statement:
(i) of the date of the meeting at which the plan of merger or consolidation was consideredand voted upon;
(ii) that a quorum was present at the meeting; and
(iii) that notice of the meeting was given to all members and shareholders entitled tonotice;
(c) the number of members entitled to vote and the number of shares outstanding entitledto vote; and
(d) the number of members who voted for and against the plan, respectively, and thenumber of shares voted for and against the plan, respectively.
(3) (a) Duplicate originals of the articles of merger or consolidation shall be delivered tothe Division of Corporations and Commercial Code and the fee established under Section63J-1-504 shall be paid.
(b) If the Division of Corporations and Commercial Code finds that the articles conformto law, it shall, after the fees have been paid:
(i) endorse on each of the duplicate originals the word "filed" and the month, day, andyear of the filing;
(ii) file one of the duplicate originals in its office; and
(iii) issue a certificate of merger or consolidation, attach the other duplicate original, andreturn the certificate to the surviving or new corporation, or its representative.
Amended by Chapter 183, 2009 General Session