14A:10-4.1 Certificate of merger or consolidation.
14A:10-4.1. Certificate of merger or consolidation.
(1) After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth
(a) The name of the surviving or new corporation or new other business entity and the names of the merging or consolidating corporations or other business entities;
(b) The plan of merger or the plan of consolidation;
(c) The date or dates of approval by the shareholders of each corporation of the plan of merger or the plan of consolidation;
(d) As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote thereon, and, if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each class or series;
(e) As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class or series voted for and against the plan, respectively;
(f) In the case of a merger governed by subsection 14A:10-3 (4), that the plan of merger was approved by the board of directors of the surviving corporation and that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection;
(g) If, pursuant to subsection 14A:10-4.1(2), the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective; and
(h) In the case of a merger governed by subsection (6) of N.J.S.14A:10-3, that the plan of merger was approved by the board of directors of the surviving corporation, that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection, and that the conditions of paragraphs (a) through (h) of that subsection have been satisfied.
(2) The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 90 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall, upon filing, forward the copy of the certificate to the Director of the Division of Taxation.
(3) Following the filing of a certificate of merger or consolidation with the Secretary of State but prior to the time when the merger or consolidation becomes effective, and upon the amendment of the plan of merger or consolidation in accordance with subsection (10) of N.J.S.14A:10-3, a certificate of amendment of merger or consolidation shall be filed in the office of the Secretary of State amending the plan of merger or consolidation. The certificate of amendment shall state that the plan of merger or consolidation has been amended and shall contain the amended plan of merger or consolidation.
(added) 1988, c.94, s.58; amended 1995, c.279, s.14; 2001, c.193, s.2; 2017, c.355, s.2.