15A:10-5. Certificate of merger or consolidation
a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth:
(1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation;
(2) the plan of merger or the plan of consolidation;
(3) as to each corporation without members entitled to vote thereon:
(a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and
(b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting;
(4) as to each corporation having members entitled to vote thereon:
(a) the number of members entitled to vote on such plan,
(b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class,
(c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting;
(5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective.
b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.