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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 83 Merger of association or trust into corporation

Section 83. (a) 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 state 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 state secretary in compliance with said chapter.

(b) An association or trust at least ninety per cent of the outstanding certificates of participation or shares of each class of which are owned by a corporation, or which owns at least ninety per cent of the outstanding shares of each class of the stock of a corporation, may be merged into such corporation, if the written instrument or declaration of trust under which such association or trust was formed or is regulated so provides. Such corporation and such association or trust shall enter into an agreement in writing which shall prescribe the terms and conditions of the merger and the manner of determining the effective date of the merger, which may be the date of filing the articles of merger with the state secretary or any 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 corporation shall not own all the outstanding certificates of participation or shares of the association or trust, the agreement shall also state the shares, securities, cash or other consideration to be issued, paid or delivered by the corporation in respect of each certificate of participation or share of such association or trust not owned by the corporation.

(c) Such agreement shall be approved by the directors of the corporation and shall be executed under the corporate seal by the president or a vice president and the treasurer or an assistant treasurer of the corporation, and shall be approved and executed by the association or trust in the manner provided in the written instrument or declaration of trust under which such association or trust was formed or is regulated.

(d) Unless such agreement is abandoned pursuant to provisions contained therein: (1) an original or attested copy thereof shall be kept in the commonwealth by the corporation in one of the offices specified in section thirty-two for inspection by any stockholder of the corporation or any person who was an owner of a certificate of participation or shares of the association or trust; (2) the corporation shall furnish a copy of the agreement of merger to any stockholder of the corporation or any person who was an owner of a certificate of participation or shares of the association or trust, upon written request and without charge; and (3) articles of merger shall be submitted to the state secretary which shall state the name of the association or trust and the corporation, the effective date of the merger determined pursuant to the agreement of merger, and that the corporation will furnish a copy of the agreement of merger to any stockholder of the corporation or any person who was an owner of a certificate of participation or shares of the association or trust, upon written request and without charge; and shall be signed by the president or a vice president and the clerk or an assistant clerk of the corporation and by the persons authorized to execute such agreement for the association or trust, who shall state under the penalties of perjury that at least ninety per cent of the outstanding certificates of participation or shares of each class of the association or trust are owned by the corporation, or that at least ninety per cent of the outstanding shares of each class of stock of the corporation are owned by the association or trust, and that the agreement was duly approved by the corporation and by the association or the trust pursuant to the provisions of this section. 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.

(e) 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, the word “corporation” as used in such sections being for this purpose deemed to include associations and trusts. In addition to the requirements of subsection (e) of section seventy-eight a copy of the articles of merger or in lieu thereof a certificate issued pursuant to section eighty-four shall be filed in the office of the clerk of the city or town in which such association or trust has its principal place of business.

(f) If the corporation shall own immediately prior to the merger ninety per cent or more but less than all of the outstanding certificates of participation or shares of the association or trust, each holder of certificates of participation or shares of the association or trust (but no holder of stock of the corporation) who objects to such merger may demand payment for his certificates of participation or shares from the corporation and an appraisal thereof. If the association or trust shall own immediately prior to the merger ninety per cent or more but less than all of the outstanding shares of each class of stock of the corporation, each holder of stock of the corporation (but no holder of certificates of participation or shares of the association or trust) who objects to such merger may demand payment for his stock from the corporation and an appraisal thereof. In each such case within ten days after the effective date of the merger the corporation shall send written notice by registered or certified mail, to each holder of certificates of participation or shares of the association or trust (if the corporation is the parent) or of stock of the corporation (if the association or trust is the parent), at his last known address as it appears in the records of such association, trust or corporation, stating:

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

2. The terms and conditions of the merger.

3. The right of any stockholder of the corporation or holder of certificates of participation or shares in the association or trust, as the case may be, who objects to the merger to demand in writing from the corporation within twenty days after the mailing of such notice payment for his stock, certificates of participation, or shares and an appraisal thereof.

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