Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 82 Merger of subsidiary into parent corporation

Section 82. (a) (1) A corporation owning at least ninety per cent of the outstanding shares of each class of the stock of another corporation or corporations, or one or more foreign corporations organized or existing under the laws of any state or states of the United States, and (2) a foreign corporation so organized and existing owning at least ninety per cent of the outstanding shares of each class of the stock of any corporation or corporations, may merge into itself a corporation or corporations the stock of which it owns by vote of its directors, if the laws of such other state or states, when applicable, permit such a merger. Such vote shall specify the manner of determining the effective date of the merger, which may be the date of filing the articles of merger, or any specified date not more than thirty days after such filing, and may provide for the manner in which such merger may be abandoned. In case the parent corporation shall not own all the outstanding stock of all the subsidiary corporations parties to such a merger, such vote shall also state the terms and conditions of the merger, including the shares, securities, cash or other consideration to be issued, paid or delivered by the parent corporation in respect of each share of the subsidiary corporation or corporations not owned by the parent corporation.

(b) Unless the merger is abandoned pursuant to the terms of the directors vote adopted under subsection (a), articles of merger shall be submitted to the state secretary which shall set forth the vote of the directors, shall state the effective date of the merger, and if the parent corporation is organized under the laws of another state shall contain an agreement by such corporation that it may be sued in this commonwealth for any prior obligation of the Massachusetts corporation or corporations with which it has merged and any obligation thereafter incurred by the parent corporation, including the obligation created by subsection (e), so long as any liability remains outstanding against the parent corporation in this commonwealth, and it shall irrevocably appoint the state secretary as its agent to accept service of process in any action for the enforcement of the obligation, including taxes, in the same manner set forth in subsections (d), (e), (f) and (g) of section 15 of subdivision A of Part 15 of chapter 156D. Such articles of merger shall be signed by the president or a vice president and the clerk or an assistant clerk of the parent corporation, or in the case of a parent corporation organized under the laws of another state, by officers having corresponding powers and duties, who shall make affidavit or state under the penalties of perjury that such vote has been duly adopted by the directors and that the parent corporation at the date of such vote owned not less than ninety per cent of the outstanding shares of each class of stock of the subsidiary corporation or corporations with which it has voted to merge. The merger shall become effective when the articles of merger are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the merger shall become effective on such later date.

(c) The provisions of subsection (e) of section seventy-eight, section eighty and section eighty-one shall, so far as appropriate, apply to mergers effected under this section.

(d) Any merger which requires or contemplates any changes in respect of the parent corporation, other than those specifically authorized by the terms of this section, shall be effected under the provisions of sections seventy-eight or seventy-nine.

(e) If all the stock of a subsidiary Massachusetts corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, any stockholder in such subsidiary Massachusetts corporation (but no stockholder in a parent Massachusetts corporation) who objects to such merger may demand payment for his stock from the parent corporation and an appraisal thereof. Within ten days after the effective date of the merger the parent corporation shall send written notice by registered or certified mail to each stockholder of such subsidiary Massachusetts corporation at his last known address as it appears in the records of such subsidiary corporation, stating:

1. The date upon which such articles were filed and the effective date of the merger.

2. The terms and conditions of the merger.

3. The right of any stockholder of such subsidiary Massachusetts corporation who objects to the merger to demand in writing from the parent corporation within twenty days after the mailing of such notice payment for his stock and an appraisal thereof.

If any such stockholder shall demand in writing from the parent corporation within twenty days after the mailing of such notice payment for his stock and an appraisal thereof, such stockholder and the parent corporation shall thereafter have the rights and duties and follow the procedures set forth in sections eighty-nine to ninety-eight, inclusive.