Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156D BUSINESS CORPORATIONS
  • Section 11.02 Merger

Section 11.02. MERGER

One or more domestic corporations may merge with a domestic or foreign corporation or other entity pursuant to a plan of merger.

(a) A foreign corporation, or a foreign other entity, may be a party to the merger, or may be created by the terms of the plan of merger, only if:

(1) the merger is permitted by the laws under which the corporation or other entity is organized or by which it is governed; and

(2) in effecting the merger, the corporation or other entity complies with such laws and with its articles of organization or organizational documents.

(b) If the law under which a domestic other entity is organized does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, and the merger effectuated, by the other entity in accordance with the procedures in this PART and PART 13 applicable to domestic business corporations, and for the purposes of applying this chapter:

(1) the other entity, its interest holders, interests and filed organizational document, if any, shall be considered to be a domestic business corporation, shareholders, shares and articles of organization, respectively; and

(2) if the affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be considered to be the board of directors.

(c) The plan of merger shall include:

(1) the name of each corporation or other entity that will merge and the name of the corporation or other entity that will be the survivor of the merger;

(2) the terms and conditions of the merger;

(3) the manner and basis of converting the shares of each merging corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, rights to acquire interests, cash, other property, or any combination of the foregoing;

(4) the articles of organization of any corporation, or the organizational documents of any other entity, to be created by the merger, or if a new corporation or other entity is not to be created by the merger, any amendments to the survivor’s articles of organization or organizational documents; and

(5) any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of organization or organizational documents of any such party.

(d) The plan of merger may set forth:

(1) to the extent not inconsistent with contractual rights, the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations or other securities of the surviving or any other corporation or into cash or other property in whole or in part; and

(2) other provisions relating to the merger.

(e) The plan of merger may also include a provision that the plan may be amended before filing the articles of merger with the secretary of state; but, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that subsequent to approval of the plan by the shareholders the plan may not be amended to:

(1) change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan;

(2) change the articles of organization of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section 10.05 or by comparable provisions of the laws under which the foreign corporation or other entity is organized or governed; or

(3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.