Title 14, Chapter 2, Section 1105
( 14-2-1105)
(a) After a plan of merger or share exchange is approved by the
shareholders, or adopted by the board of directors if shareholder
approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of
merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required, a statement to that
effect; and (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required, a statement
that the merger or share exchange was duly approved by the
shareholders. (b) In lieu of filing articles of merger or share exchange that set
forth the plan of merger or share exchange, the surviving or
acquiring corporation may file a certificate of merger or share
exchange which sets forth: (1) The name and state of incorporation of each corporation which
is merging or engaging in a share exchange and, in the case of a
merger, the name of the surviving corporation into which each
other corporation is merging; (2) In the case of a merger, any amendments to the articles of
incorporation of the surviving corporation; (3) That the executed plan of merger or share exchange is on file
at the principal place of business of the surviving or exchanging
corporation, stating the address thereof; (4) That a copy of the plan of merger or share exchange will be
furnished by the surviving or exchanging corporation, on request
and without cost, to any shareholder of any corporation that is a
party to the merger or whose shares are involved in the share
exchange; (5) If shareholder approval was not required, a statement to that
effect; and (6) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required, a statement
that the merger or share exchange was duly approved by the
shareholders. (c) Unless a delayed effective date is specified, a merger or share
exchange takes effect when the articles or certificate of merger or
share exchange is filed. |