§414D-201  Merger.  (a)  Pursuant to aplan of merger approved as provided in section 414D–202, a domestic or foreigncorporation may merge with one or more domestic professional corporations, orwith one or more associations, one or more corporations, or other businessentities organized under the laws of this State, any state or territory of theUnited States, any foreign jurisdiction, or any combination thereof, with oneof the domestic professional corporations, associations, domestic or foreigncorporations, or other business entities whether domestic or foreign, being thesurviving entity as provided in the plan; provided that the merger is permittedby the law of the state or country under whose law each foreign corporationthat is a party to the merger is organized.

(b)  The plan of merger shall set forth:

(1)  The name and jurisdiction of formation ororganization of each entity that is a party to the merger, and the name of thesurviving entity into which each plans to merge;

(2)  The terms and conditions of the merger;

(3)  The manner and basis for converting membershipsof each merging corporation into memberships, obligations, or securities of thesurviving entity or into cash or other property in whole or part;

(4)  The street address of the surviving entity'sprincipal place of business, or if no street address is available, the ruralpost office number or post office box designated or made available by theUnited States Postal Service; and

(5)  Amendments, if any, to the organizing articles ofthe surviving entity or, if no amendments are desired, a statement that theorganizing articles of the surviving entity shall not be amended pursuant tothe merger.

(c)  A plan of merger may set forth otherprovisions relating to the merger.

(d)  If a foreign corporation survives amerger, it shall not do business in this State until an application for acertificate of authority is filed with the department director if the foreigncorporation is not already authorized to do business in the State.

(e)  The surviving entity shall furnish a copyof the plan of merger, on request and without cost, to any member orshareholder of any entity that is a party to the merger. [L 2001, c 105, pt of§1; am L 2002, c 41, §13; am L 2004, c 121, §16]