16-10a-1107 - Merger or share exchange with foreign corporations.
16-10a-1107. Merger or share exchange with foreign corporations.
(1) One or more domestic corporations may merge or enter into a share exchange withone or more foreign corporations if:
(a) in a merger, the merger is permitted by the law of the state or country under whoselaw each foreign corporation is incorporated and each foreign corporation complies with that lawin effecting the merger;
(b) in a share exchange, the corporation whose shares will be acquired is a domesticcorporation, whether or not a share exchange is permitted by the law of the state or country underwhose law the acquiring corporation is incorporated;
(c) the foreign corporation complies with Section 16-10a-1105 if it is the survivingcorporation of the merger or the acquiring corporation of the share exchange, and provides, inaddition to the information required by Section 16-10a-1105, the address of its principal office;and
(d) each domestic corporation complies with the applicable provisions of Sections16-10a-1101 through 16-10a-1104 and, if it is the surviving corporation of the merger withSection 16-10a-1105.
(2) Upon the merger or share exchange taking effect, the surviving foreign corporation ofa merger and the acquiring foreign corporation of a share exchange shall either:
(a) agree that service of process in a proceeding to enforce the rights of shareholders ofeach domestic corporation that is a party to the merger who exercise appraisal rights may bemade in the manner provided in Section 16-17-301;
(b) promptly pay to the dissenting shareholders of each domestic corporation party to themerger or share exchange the amount, if any, to which they are entitled under Part 13, Dissenters'Rights; and
(c) comply with Part 15, Authority of Foreign Corporation to Transact Business, if it is totransact business in this state.
(3) Service effected pursuant to Subsection (2) is perfected at the earliest of:
(a) the date the foreign corporation receives the process, notice, or demand;
(b) the date shown on the return receipt, if signed on behalf of the foreign corporation; or
(c) five days after mailing.
(4) Subsection (2) does not prescribe the only means, or necessarily the required means,of serving a surviving foreign corporation of a merger or an acquiring foreign corporation in ashare exchange.
(5) This section does not limit the power of a foreign corporation to acquire all or part ofthe shares of one or more classes or series of a domestic corporation through a voluntaryexchange of shares or otherwise.
Amended by Chapter 364, 2008 General Session