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Statutes Text

Article - Corporations and Associations




§3–109.

    (a)    In this section, “facts ascertainable outside the articles” includes:

        (1)    An action or a determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;

        (2)    The contents of any agreement to which the corporation is a party or any other document; and

        (3)    Any other event.

    (b)    Articles of consolidation, merger, or share exchange shall contain the terms and conditions of the transaction and the manner of carrying it into effect, including:

        (1)    A statement that each party to the articles agrees to merge, to consolidate to form a new corporation, or to acquire stock or have its stock acquired in a share exchange, as the case may be;

        (2)    The name and place of incorporation or organization of:

            (i)    Each party to the articles; and

            (ii)    The successor corporation in a consolidation, merger, or share exchange or the successor domestic partnership, limited partnership or limited liability company in a merger;

        (3)    As to each foreign corporation:

            (i)    The date of its incorporation;

            (ii)    A statement whether it is incorporated under general law or by special act and, if incorporated by special act, the chapter number and year of passage; and

            (iii)    If the corporation is registered or qualified to do business in this State, the date of its registration or qualification;

        (4)    As to each foreign business trust:

            (i)    The date of its organization; and

            (ii)    If the business trust is registered or qualified to do business in this State, the date of its registration or qualification;

        (5)    As to each foreign partnership, limited partnership or limited liability company:

            (i)    The date of its formation; and

            (ii)    If the foreign partnership, limited partnership or limited liability company is registered or qualified to do business in this State, the date of its registration or qualification;

        (6)    Each county in this State where:

            (i)    Each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles has its principal office; and

            (ii)    Any of the parties in a consolidation or merger, other than the successor, owns an interest in land;

        (7)    If the successor is a foreign corporation, foreign partnership, limited partnership, limited liability company, or a foreign business trust:

            (i)    The location of its principal office in the place where it is organized; and

            (ii)    The name and address of its resident agent in the place where it is organized;

        (8)    A statement that the terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles in the manner and by the vote required by its charter or declaration of trust and the laws of the place where it is organized, and a statement of the manner of approval; and

        (9)    Every other provision necessary to effect the consolidation, merger, or share exchange.

    (c)    In addition to the requirements of subsection (b) of this section, articles of consolidation shall include:

        (1)    Every matter and fact required to be stated in articles of incorporation except the provisions about incorporators;

        (2)    As to each corporation party to the articles:

            (i)    The total number of shares of stock of all classes which the corporation has authority to issue;

            (ii)    The number of shares of stock of each class;

            (iii)    The par value of the shares of stock of each class or a statement that the shares are without par value; and

            (iv)    If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

        (3)    The manner and basis of converting or exchanging issued stock of the consolidating corporations into different stock or other consideration, and the treatment of any issued stock of the consolidating corporations not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of consolidation.

    (d)    In addition to the requirements of subsection (b) of this section, articles of merger shall include:

        (1)    Any amendment to the charter, certificate of limited partnership, articles of organization of a limited liability company, or declaration of trust of the successor to be effected as part of the merger;

        (2)    As to each corporation party to the articles:

            (i)    The total number of shares of stock of all classes which the corporation has authority to issue;

            (ii)    The number of shares of stock of each class;

            (iii)    The par value of the shares of stock of each class or a statement that the shares are without par value; and

            (iv)    If there are any shares of stock with par value, the aggregate par value of all the shares of all classes;

        (3)    As to each business trust party to the articles:

            (i)    The total number of shares of beneficial interest of all classes which the business trust has authority to issue; and

            (ii)    The number of shares of beneficial interest of each class;

        (4)    As to each limited partnership party to the articles:

            (i)    The percentages of partnership interest of each class of partnership interest of the limited partnership; and

            (ii)    The class of partners and the respective percentage of partnership interests in each class of partnership interest;

        (5)    As to each limited liability company party to the articles:

            (i)    The percentages of membership interest of each class of membership interest of the limited liability company; and

            (ii)    The class of members and the respective percentage of membership interests in each class of membership interest;

        (6)    As to each partnership party to the articles:

            (i)    The percentages of partnership interest of each class of partnership interest of the partnership; and

            (ii)    The class of partners and the respective percentage of partnership interests in each class of partnership interest;

        (7)    If the charter, certificate of limited partnership, articles of organization of a limited liability company, or declaration of trust of the successor is amended in a manner which changes any of the information required by items (2) through (5) of this subsection, that information as it was both immediately before and as changed by the merger; and

        (8)    The manner and basis of converting or exchanging issued stock of the merging corporations, outstanding partnership interest of the merging partnership or limited partnership, or shares of beneficial interest of the merging business trusts into different stock of a corporation, partnership interest of a partnership or limited partnership, outstanding membership interest of a limited liability company, shares of beneficial interest of a business trust, or other consideration, and the treatment of any issued stock of the merging corporations, partnership interest of the merging partnership or limited partnerships, membership interest of the merging limited liability company, or shares of beneficial interest of the merging business trusts not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of merger.

    (e)    In addition to the requirements of subsection (b) of this section, articles of share exchange shall include:

        (1)    As to the corporation the shares of which are to be acquired in the exchange:

            (i)    The total number of shares of stock of all classes which the corporation has authority to issue;

            (ii)    The number of shares of stock of each class;

            (iii)    The par value of the shares of stock of each class or a statement that the shares are without par value; and

            (iv)    If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

        (2)    The manner and basis of exchanging the stock to be acquired for stock or other consideration to be issued or delivered by or on behalf of the successor, any or all of which may be made dependent on facts ascertainable outside the articles of share exchange.

    (f)    Articles of consolidation, merger, or share exchange may provide:

        (1)    The number and names of the directors or trustees of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange; and

        (2)    The titles and names of one or more officers of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange.