Merger.

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  • (1) A domestic corporation may merge into another entity if:
    • (a) the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and
    • (b) any other entity that plans to merge approves the plan of merger as provided by the statutes governing the entity.
  • (2) The plan of merger referred to in Subsection (1) shall set forth:
    • (a) the name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge;
    • (b) the terms and conditions of the merger;
    • (c) the manner and basis of converting the ownership interests in each entity, in whole or part, into:
      • (i) ownership interests, obligations, or other securities of the surviving entity or another entity; or
      • (ii) cash or other property; and
    • (d) any amendments to the articles of incorporation or organization of the surviving entity to be effected by the merger.
  • (3) The plan of merger may set forth other provisions relating to the merger.




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