§ 7-1.2-1001. Procedure for merger. (a) Any two (2) or more domestic corporations may merge into one of the corporations, or into a new corporation, pursuant to a plan of merger approved in the manner provided in this chapter.
(b) The board of directors of each corporation shall, by resolution adopted by each board, approve a plan of merger stating:
(1) The names of the corporations proposing to merge, and the name of the corporation which will survive or result from the merger, which is hereinafter designated as the surviving corporation.
(2) The terms and conditions of the proposed merger.
(3) The manner and basis of converting the shares of each merging corporation (other than those held by the surviving corporation, if any) into shares or obligations or other securities of the surviving corporation or, in whole or in part, into cash, property, or shares, obligations, or other securities of any other corporation.
(4) Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger, or if no amendments are desired, a statement that the articles of incorporation of one of the corporations are the articles of incorporation of the surviving corporation, or in the case of a new corporation, all of the statements required to be stated in articles of incorporation for corporations organized under this chapter.
(5) Any other provisions with respect to the proposed merger that are deemed necessary or desirable.
History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.)
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.