§414-311 - Merger.

§414-311 Merger. (a) Pursuant to a
plan of merger adopted by the board of directors and approved by the
shareholders (if required under section 414-313), a domestic or foreign
corporation may merge with one or more domestic professional corporations, or
with one or more corporations or other business entities formed or organized
under the laws of this State, any state or territory of the United States, any
foreign jurisdiction, or any combination thereof, with one of the domestic
professional corporations, domestic or foreign corporations, or other business
entities whether domestic or foreign, being the surviving entity, as provided
in the plan; provided that the merger is permitted by the law of the state or
country under whose law each foreign entity that is a party to the merger is
organized.

(b) The plan of merger shall set forth:

(1) The name and jurisdiction of formation or
organization of each entity that is a party to the merger;

(2) The name of the surviving entity with or into
which the other entity or entities will merge;

(3) The terms and conditions of the merger;

(4) The manner and basis of converting the shares of
each corporation into shares, obligations, or other securities of the surviving
entity, or into cash or other property in whole or in part;

(5) The street address of the surviving entity's
principal place of business or, if no street address is available, the rural
post office number or post office box designated or made available by the
United States Postal Service; and

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

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

(e) The
surviving entity shall furnish a copy of the plan of merger, on request and
without cost, to any member, shareholder, or partner of any entity that is a
party to the merger. [L 2000, c 244, pt of §1; am L 2002, c 41, §6; am L
2004, c 121, §8]