LegalFix

Section 1101 - Merger.

UT Code § 16-6a-1101 (2019) (N/A)
Copy with citation
Copy as parenthetical citation

(1) One or more domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations may merge into a nonprofit corporation: (a) if the board of directors of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan of merger; (b) if the members of each domestic nonprofit corporation entitled to vote on the plan of merger, approve the plan of merger if required by Section 16-6a-1102; (c) if the shareholders of each domestic corporation entitled to vote on the plan of merger, approve the plan of merger, if required by Section 16-10a-1103; (d) if the merger is permitted by and consistent with the laws of the state or country under whose law each foreign corporation or foreign nonprofit corporation party to the merger is incorporated; (e) if the shareholders of each such foreign corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign corporation party to the merger is incorporated; and (f) if the members of each such foreign nonprofit corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign nonprofit corporation party to the merger is incorporated.

(a) if the board of directors of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan of merger;

(b) if the members of each domestic nonprofit corporation entitled to vote on the plan of merger, approve the plan of merger if required by Section 16-6a-1102;

(c) if the shareholders of each domestic corporation entitled to vote on the plan of merger, approve the plan of merger, if required by Section 16-10a-1103;

(d) if the merger is permitted by and consistent with the laws of the state or country under whose law each foreign corporation or foreign nonprofit corporation party to the merger is incorporated;

(e) if the shareholders of each such foreign corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign corporation party to the merger is incorporated; and

(f) if the members of each such foreign nonprofit corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign nonprofit corporation party to the merger is incorporated.

(2) The plan of merger required by Subsection (1) shall set forth: (a) the name of each party to the merger planning to merge; (b) the name of the surviving domestic nonprofit corporation into which each party to the merger plans to merge; (c) the terms and conditions of the merger; (d) the manner and basis of converting in whole or part the shares or memberships if any, of each party to the merger into shares, memberships, obligations, or other interests of: (i) the surviving domestic nonprofit corporation; (ii) any other entity; or (iii) into money or other property; and (e) any amendments to the articles of incorporation of the surviving domestic nonprofit corporation to be effected by the merger.

(a) the name of each party to the merger planning to merge;

(b) the name of the surviving domestic nonprofit corporation into which each party to the merger plans to merge;

(c) the terms and conditions of the merger;

(d) the manner and basis of converting in whole or part the shares or memberships if any, of each party to the merger into shares, memberships, obligations, or other interests of: (i) the surviving domestic nonprofit corporation; (ii) any other entity; or (iii) into money or other property; and

(i) the surviving domestic nonprofit corporation;

(ii) any other entity; or

(iii) into money or other property; and

(e) any amendments to the articles of incorporation of the surviving domestic nonprofit corporation to be effected by the merger.

(3) In addition to the provisions required by Subsection (2), the plan of merger may set forth other provisions relating to the merger.

(4) One or more domestic corporations may merge into a domestic nonprofit corporation if: (a) the board of directors of each participating domestic corporation adopts the plan of merger; (b) the shareholders of each participating domestic corporation adopt the plan of merger in accordance with Section 16-10a-1103; and (c) the merger is effected in compliance with Chapter 6a, Part 11, Merger.

(a) the board of directors of each participating domestic corporation adopts the plan of merger;

(b) the shareholders of each participating domestic corporation adopt the plan of merger in accordance with Section 16-10a-1103; and

(c) the merger is effected in compliance with Chapter 6a, Part 11, Merger.

LegalFix

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.

We have updated our Terms of Service, Privacy Policy, and Disclosures. By continuing to browse this site, you agree to our Terms of Service, Privacy Policy, and Disclosures.
Section 1101 - Merger.