State Codes and Statutes

Statutes > Utah > Title-03 > Chapter-01 > 3-1-41

3-1-41. Domestic or foreign corporations or associations -- Plan of merger --Articles of merger -- Certificate of merger.
(1) (a) A Utah cooperative association owning 90% of the outstanding shares of eachclass of a foreign or domestic corporation or association may merge such other corporation orassociation into itself without the approval of the shareholders or members of either corporationor association.
(b) The governing board shall, by resolution, approve a plan of merger setting forth:
(i) the name of the subsidiary corporation or association and the name of the corporationor association owning 90% or more of its shares, which is hereafter designated as the survivingcorporation or association; and
(ii) the manner and basis for converting each class of shares of the subsidiary corporationor association into shares, obligations, or other securities of the surviving corporation orassociation, or of any other corporation or association, in whole or in part, into cash or otherproperty.
(c) A copy of the plan of merger shall be mailed to each record member or shareholder ofthe subsidiary corporation or association.
(2) (a) Articles of merger shall be executed in triplicate by the president or vice presidentand the secretary or an assistant secretary of the surviving corporation or association and verifiedby one of its officers.
(b) The articles of merger shall set forth:
(i) the plan of merger;
(ii) the number of outstanding shares of each class of the subsidiary corporation orassociation and the number of such shares of each class owned by the surviving corporation orassociation; and
(iii) the date a copy of the plan of merger was mailed to shareholders or members of thesubsidiary corporation or association.
(3) (a) Triplicate originals of the articles of merger shall be delivered to the Division ofCorporations and Commercial Code on the 30th day after mailing a copy of the plan toshareholders or members.
(b) If that division finds such articles conform to law and that all fees prescribed by thisact have been paid, it shall:
(i) endorse on each of said triplicate originals the word "filed," together with the month,date, and year of filing;
(ii) file one of the triplicate originals with the Division of Corporations and CommercialCode and forward another triplicate original to the state Department of Agriculture and Food;and
(iii) issue a certificate of merger with the remaining triplicate original affixed.
(c) The certificate of merger, together with a triplicate original of the articles of mergeraffixed by the Division of Corporations and Commercial Code, shall be returned to the survivingcorporation or association or its representative.
(4) The merger of a foreign corporation or association into a Utah cooperativeassociation shall conform to the laws of the state under which each such foreign corporation orassociation is organized.

Amended by Chapter 306, 2007 General Session