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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156 BUSINESS CORPORATIONS
  • Section 46B Corporations authorized to consolidate; method

Section 46B. Two or more corporations may be consolidated into one corporation, which may be a new corporation or one of the constituent corporations, by the filing of articles of amendment, approved as hereinafter provided, which shall be entitled “Amendment—Articles of consolidation of           and           into           , pursuant to section forty-six B of chapter one hundred and fifty-six of the General Laws”, the blank spaces, other than the last blank space, being filled with the names of the constituent corporations and the last blank space being filled with the name of the corporation formed by the consolidation, herein and in sections forty-six C and forty-six D called the consolidated corporation, and shall set forth:

1. The name of each corporation to be included in the consolidation.

2. The total number of shares which each corporation included in the consolidation has been authorized to issue, the par value, if any, the terms thereof, and the amount of stock issued, set forth in the manner provided in section forty-four.

3. (a) The name of the consolidated corporation, which name may be that of any of the constituent corporations or any other name permitted by section nine of chapter one hundred and fifty-five.

(b) The location of the principal office of the consolidated corporation in the commonwealth, or elsewhere in the case of a corporation formed to do business wholly outside the commonwealth.

(c) The purposes for which the consolidated corporation is formed and the nature of the business to be transacted, and, if formed for the purposes mentioned in section seven, a statement limiting the term of said consolidated corporation to fifty years.

(d) The total amount of capital stock of the corporation to be authorized and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, and the number of shares without par value to be authorized.

(e) The restrictions, if any, imposed upon the transfer of shares.

(f) If there are two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and the method of voting thereon.

(g) Any other lawful provisions for the conduct and regulation of the business of the consolidated corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the consolidated corporation, or of its directors, or stockholders, or of any class of stockholders.

4. A statement in accordance with the requirements of section sixteen, setting forth the amount of capital stock proposed to be issued and the consideration therefor. The amount of consideration received by the consolidated corporation for the issuance of such of its shares as are substituted upon conversion for previously issued and outstanding shares of the constituent corporations shall be deemed to be the amount for which such previously issued shares were issued. The aggregate par value of the shares with a par value of the consolidated corporation substituted upon conversion for previously issued and outstanding shares of the constituent corporations shall not exceed the aggregate value of the property of the constituent corporations.

5. The terms and conditions of the consolidation, if any; the mode of carrying same into effect and the manner of converting the shares of each of the constituent corporations into shares of the consolidated corporation, or, if the consolidated corporation is to be one of the constituent corporations and the outstanding shares of such surviving constituent corporation are not to be changed, the manner of converting the shares of each of the other constituent corporations into shares of the consolidated corporation.

The articles of consolidation may contain such other provisions as might be included in an agreement of association, or amendments thereto, pursuant to this chapter, together with any provisions deemed necessary or desirable in connection with the consolidation, but no articles of consolidation shall be deemed to confer upon the consolidated corporation any powers, rights, privileges or franchises inconsistent with this chapter.

The articles of consolidation shall be approved by each constituent corporation by affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association or act of incorporation so requires. Notice of such meeting, stating the action proposed to be taken thereat, shall be mailed to every stockholder of each constituent corporation at least thirty days prior to such meeting. Such articles of consolidation shall be signed and sworn to by the president, treasurer and a majority of the board of directors of each constituent corporation, who shall make affidavit stating that they have been authorized to execute and file said articles by vote of the stockholders in accordance with the foregoing requirements. The articles of consolidation shall be submitted to the secretary within thirty days of the last of said stockholders’ meetings. The secretary shall examine them as in the case of articles of organization, and if he finds that they conform to law shall so certify and endorse his approval thereon. Thereupon the articles of consolidation shall be filed in the office of the state secretary.

The fee to be paid to the state secretary for filing the articles of consolidation shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.

No amendment or alteration shall take effect until the articles of consolidation have been filed as aforesaid, and, upon such filing, the articles of organization, charter, or special act incorporating any constituent corporation surviving the consolidation shall be deemed amended to the extent necessary to make them or it conform to the articles of consolidation.

The consolidated corporation shall within twenty days of the filing of the articles of consolidation with the state secretary file a certified copy thereof in the registry of deeds in every district in which real property of any constituent corporation is situated, 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.

The term “constituent” as used in sections forty-six B to forty-six D, inclusive, shall include “merged”.