Title 47, CORPORATIONS

Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its board of directors, by its president or by another of its officers or if the corporation is in the hands of …

If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2) File the original in…

Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected. Source: SL 1965, ch 24 , § 44.

When a merger or consolidation has been effected pursuant to this chapter, the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surv…

When a merger or consolidation has been effected pursuant to this chapter, the separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. Source: SL 1965, ch 24 , § 44 (2).

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under chapter 47-22 . Source…

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consoli…

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action …

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided by §§ 47-25-19 and 47-25-20 , if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. …

Each domestic corporation merging or consolidating with a foreign corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable p…

When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger. Source: SL 1965, ch 24 , § 44 …

If the surviving or new corporation of a merger or consolidation described in § 47-25-18 , as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of chapter 47-27 with respect to foreign corporations if it is to c…

The effect of a merger or consolidation described in § 47-25-18 shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. Source: SL 1965, ch 24 , § 45.

If the surviving or new corporation in a merger or consolidation described in § 47-25-18 is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corpor…

After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, a merger or consolidation described in § 47-25-18 may be abandoned pursuant to provisions …

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or person…

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and directing that it be submitted to a vote at a meeting of members entitled to …

At the meeting required by § 47-25-25 the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the considerat…

After authorization by a vote of members pursuant to § 47-25-26 , the board of directors, nevertheless, in its discretion, may abandon a sale, lease, exchange, mortgage, pledge, or other disposition of assets described in § 47-25-24 , subject to the rights of third parties under …

Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in…

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter. Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations proposing to con…

When a consolidation has been effected pursuant to this chapter, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under chapter 47-22 shall be deemed to be the …

A plan of merger or consolidation shall be adopted in the manner provided by §§ 47-25-6 to 47-25-9 , inclusive. Source: SL 1965, ch 24 , § 42.

Where the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereo…

The proposed plan shall be adopted upon receiving at least two - thirds of the votes entitled to be cast by members present or represented by proxy at each meeting pursuant to § 47-25-6 . Source: SL 1965, ch 24 , § 42 (1).

Where any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office. S…

After approval of a plan of merger or consolidation pursuant to § 47-25-7 or 47-25-8 and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merg…

Terms used in this chapter, mean: (1) "Conversion," a transaction authorized by §§ 47-25A-8 to 47-25A-22 , inclusive; (2) "Converting corporation," the domestic or foreign nonprofit or business corporation that approves a conversion pursuant to §§ 47-25A-8 to 47-25A-22 , inclusiv…

(a) Articles of for-profit conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative. The articles must set forth: (1) If the surviving corporation is a domestic business corporation, the name of the corporation immed…

(a) Except as otherwise prohibited by law, when a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corpo…

(a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action …

A foreign business corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2016, ch 221 , § 28.

(a) After the conversion of a foreign business corporation to a domestic nonprofit corporation is authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed by any officer or other duly authorized representative. The a…

(a) When a domestication and conversion of a foreign business corporation to a domestic nonprofit corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impai…

If the domestication and conversion of a foreign business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Office of the Secretary of State,…

(a) Except as otherwise prohibited by law, when a conversion under sections §§ 47-25A-13 to 47-25A-22 , inclusive, becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without re…

(a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan is adopted and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members. (b) If an en…

A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion only if incorporating pursuant to this chapter is not prohibited by any other law of this state. If the law of a domestic business corporation does not provide p…

If a domestic or foreign nonprofit corporation may not be a party to a merger or sale of its assets without the approval of the attorney general, the Division of Insurance, or the Public Utilities Commission, the corporation may not be a party to a conversion or domestication wit…

(a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include: (1) The terms and conditions of the conversion; (2) The manner and basis of reclassifying the shareholders in the corporation; (3) Any desired amendments to t…

(a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) The li…

If the conversion of a domestic business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of this state after articles of conversion have been filed with the Office of the Secretary of State, a statement that the conversion has been abandon…

(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the laws of the foreign jurisdiction. (b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by th…

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction: (1) The plan of domestication must be adopted by the board of directors; (2) After adopting the plan of domestication the board of directors must submit the plan to the members for their…

(a) Articles of domestication must be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles of domestication must set forth: (1) The name and jurisdiction of incorporation of the domesticating corporation; (2) The n…

(a) Except as otherwise prohibited by law, when a domestication becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment; (2) The liab…