Articles of merger.

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  • (1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth:
    • (a) the plan of merger;
    • (b) if shareholder or member approval was not required of any party to the merger:
      • (i) a statement to the effect that approval was not required; and
      • (ii) a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger;
    • (c) if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; and
    • (d) if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained.
  • (2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed.
  • (3) Articles of merger shall be executed by each party to the merger.




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