§414-314  Merger of subsidiary.  (a)  Aparent corporation owning at least ninety per cent of the outstanding shares ofeach class of a subsidiary corporation may merge the subsidiary into itselfwithout approval of the shareholders of the parent or subsidiary.

(b)  The board of directors of the parentcorporation shall adopt a plan of merger that sets forth:

(1)  The names of the parent and subsidiary; and

(2)  The manner and basis of converting the shares ofthe subsidiary into shares, obligations, or other securities of the parent orany other corporation or into cash or other property in whole or in part.

(c)  The parent corporation shall mail a copyof the plan of merger to each shareholder of the subsidiary corporation whodoes not waive the mailing requirement in writing.

(d) Articles of merger shall be delivered tothe department director for filing and shall set forth:

(1)  The name and jurisdiction of incorporation of thesubsidiary corporation, and the name and jurisdiction of incorporation of thecorporation owning at least ninety per cent of its shares, which is hereinafterdesignated as the surviving corporation;

(2)  A statement that the plan of merger has beenapproved by the board of directors of the surviving corporation;

(3)  The number of outstanding shares of each class ofthe subsidiary corporation and the number of shares of each class owned by thesurviving corporation;

(4)  The date a copy of the plan of merger was mailedto shareholders of the subsidiary corporation entitled to receive the plan; and

(5)  A statement that includes:

(A)  An agreement that the surviving entity maybe served with process in this State in any action or proceeding for theenforcement of any liability or obligation of any entity previously subject tosuit in this State that is to merge;

(B)  An irrevocable appointment of a residentof this State as its agent to accept service of process in a proceeding undersubparagraph (A), that includes the resident's street address in this State;and

(C)  An agreement for the enforcement, asprovided in this chapter, of the right of any dissenting member, shareholder,or partner to receive payment for their interest against the surviving entity.

(e)  The parent may not deliver articles ofmerger to the department director for filing until at least thirty days afterthe date it mailed a copy of the plan of merger to each shareholder of thesubsidiary corporation who did not waive the mailing requirement.

(f)  Articles of merger under this section maynot contain amendments to the articles of incorporation of the parentcorporation (except for amendments enumerated in section 414-282). [L 2000, c244, pt of §1; am L 2002, c 130, §25; am L 2006, c 184, §4]