414D-201 Merger. (a) Pursuant to a plan of merger approved as provided in section 414D202, a domestic or foreign corporation may merge with one or more domestic professional corporations, or with one or more associations, one or more corporations, or other business entities organized under the laws of this State, any state or territory of the United States, any foreign jurisdiction, or any combination thereof, with one of the domestic professional corporations, associations, domestic or foreign corporations, or other business entities whether domestic or foreign, being the surviving entity as provided in the plan; provided that the merger is permitted by the law of the state or country under whose law each foreign corporation that is a party to the merger is organized.

(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name of the surviving entity into which each plans to merge;

(2) The terms and conditions of the merger;

(3) The manner and basis for converting memberships of each merging corporation into memberships, obligations, or securities of the surviving entity or into cash or other property in whole or part;

(4) The street address of the surviving entity's principal place of business, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service; and

(5) Amendments, if any, to the organizing articles of the surviving entity or, if no amendments are desired, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger.

(c) A plan of merger may set forth other provisions relating to the merger.

(d) If a foreign corporation survives a merger, it shall not do business in this State until an application for a certificate of authority is filed with the department director if the foreign corporation is not already authorized to do business in the State.

(e) The surviving entity shall furnish a copy of the plan of merger, on request and without cost, to any member or shareholder of any entity that is a party to the merger. [L 2001, c 105, pt of 1; am L 2002, c 41, 13; am L 2004, c 121, 16]

 

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