ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE.

317A.615 ARTICLES OF MERGER OR CONSOLIDATION; CERTIFICATE. § Subdivision 1.Contents of articles. Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain: (1) the plan of merger or consolidation; (2) a statement that the plan has been approved by each corporation under this chapter; and (3) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable. § Subd. 2.Articles signed, filed. The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state. § Subd. 3.Certificate. The secretary of state shall issue a certificate of merger to the surviving corporation or a certificate of consolidation and incorporation to the new corporation. History: 1989 c 304 s 87; 1990 c 488 s 32