29-2201. Merger authorized A. By complying with this article, one or more domestic entities may merge with one or more domestic or foreign entities. B. A foreign entity may be a merging entity in a merger under this article or may be the surviving entity in such a merger if the merger is authorized by […]
29-2202. Plan of merger A. A domestic entity may become a merging entity in a merger under this article by approving a plan of merger. The plan must be in a record and contain: 1. As to each merging entity, its name, its jurisdiction of organization and its type. 2. If the surviving entity is […]
29-2203. Approval of merger A. A plan of merger is not effective unless it has been approved both: 1. By a domestic merging entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a merger. (b) If neither its governing statute nor its organizational documents provide […]
29-2204. Amendment or abandonment of plan of merger A. A plan of merger of a domestic merging entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of […]
29-2205. Statement of merger; effective date A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing: 1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity and, […]
29-2206. Effect of merger A. When a merger becomes effective: 1. The surviving entity continues or comes into existence. 2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity. 3. All property, including rights, privileges, immunities and powers, of each merging entity […]
29-2207. Ineffectiveness of merger due to law of foreign jurisdiction A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must […]
