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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156 BUSINESS CORPORATIONS
  • Section 46A Definitions; organizations authorized to merge; method; effect of merger

Section 46A. (1) The following words as used in this section shall have the following meanings:—“Association”, a voluntary association under a written instrument or declaration of trust, as defined in chapter one hundred and eighty-two, which has filed a copy of such instrument or declaration with the secretary in compliance with said chapter; “Trust”, a trust operating under a written instrument or declaration of trust, as defined in chapter one hundred and eighty-two, which has filed a copy of such instrument or declaration with the secretary in compliance with said chapter.

(2) A corporation owning all the stock of a corporation which is engaged in a business similar or incidental to the business in which the owning corporation is authorized to engage or owning all the stock of a foreign corporation qualified to transact business in this commonwealth under subdivision A of Part 15 of chapter 156D and is engaged in a similar or incidental business may, if the laws of the state where the foreign corporation is incorporated permit by vote of a majority of the board of directors of the owning corporation merge with the corporation whose stock it owns. Within thirty days after any meeting at which such merger has been voted, articles of amendment setting forth said vote and a certificate of the ownership of all the stock of the corporation with which it has so voted to merge, signed and sworn to by the president, treasurer and a majority of the directors of the owning corporation, shall be submitted to the secretary, who shall examine them as in the case of articles of organization, and if he finds that they conform to the provisions of law relative to the merger of corporations, he shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall, upon payment of the fee provided in section fifty-five, be filed in the office of the state secretary. No merger shall take effect until the articles of amendment have been filed as aforesaid.

(3) An association or trust, all of the certificates of participation or shares of which are owned by, or which owns all of the capital stock of, a corporation which is engaged in a business similar or incidental to the business in which such association or trust is authorized to engage by its written instrument or declaration of trust, may be merged into such corporation. Such corporation and such association or trust shall enter into an agreement in writing which shall prescribe the terms of the merger. Such agreement shall be approved by affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock of said corporation outstanding and entitled to vote or by a larger vote if the agreement of association or act of incorporation so requires, and by such association or trust in the manner provided in said written instrument or declaration of trust under which such association or trust was formed or is regulated. Notices of such meeting of the corporation, stating the action proposed to be taken thereat, shall be mailed to each stockholder at least thirty days prior to such meeting, unless notice of such meeting is waived by a writing signed by all the stockholders. Within thirty days after the meeting at which such merger has been voted articles of amendment setting forth (1) said vote, (2) a copy of the agreement for said merger, and (3) a certificate that all of the certificates of participation or shares of the association or trust are owned by the corporation or that all the capital stock of the corporation is owned by the association or trust, as the case may be, certified by the president, treasurer and a majority of the directors of the corporation and by the persons authorized to execute said agreement for the association or trust shall be submitted to the secretary. The secretary shall examine such articles of amendment and, if he finds that they conform to the provisions of law relative to the merger of corporations and associations or trust, he shall so certify and endorse his approval thereon. Thereupon the articles of amendment shall, upon the payment of the fee provided in section fifty-five be filed in the office of the state secretary. No merger shall take effect until the articles of amendment have been filed as aforesaid.

(4) Upon the filing of such articles, all of the property, real, personal and mixed, and the rights, privileges and franchises of the merged corporation, association or trust shall vest in and be held and owned by the resulting corporation as the same were before held and owned by the merged corporation, association or trust, subject, however, to all the liabilities and obligations including taxes of the merged corporation, association or trust, and the rights of creditors thereof, for which the resulting corporation shall be liable in the same manner and to the same extent as if it had itself incurred such liabilities and obligations. The resulting corporation shall not thereby acquire power to engage in any business or to exercise any right, privilege or franchise which it could not lawfully engage in or exercise under the law under which it existed immediately prior to the merger.

The resulting corporation shall, within twenty days of the filing of such articles with the state secretary, file a copy thereof, certified by the state secretary, in the registry of deeds in every district in which real property of the merged corporation, association or trust is situated, and with the clerk of every town where such association or trust had a usual place of business, or, in lieu of such certified copy, a certificate issued pursuant to section forty-six F evidencing the filing of such articles with the state secretary.