Title 11C, Title 11C: Mutual Benefit Enterprises

§ 1605. Effect of conversion (a) An entity that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subj…

§ 1606. Merger (a) One or more mutual benefit enterprises may merge with one or more other entities pursuant to this article and a plan of merger if: (1) the governing statute of each of the other entities authorizes the merger; (2) the merger is not prohibited by the law of a ju…

§ 1607. Notice and action on plan of merger by constituent mutual benefit enterprise (a) For a mutual benefit enterprise to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the enterp…

§ 1608. Approval or abandonment of merger by members (a) Subject to subsections (b) and (c) of this section, a plan of merger shall be approved by: (1) at least two-thirds of the voting power of members present at a members’ meeting called under subsection 1607(b) of this title; …

§ 1609. Filings required for merger; effective date (a) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (b) The articles of merger shall include: (1) the name and form of…

§ 1610. Effect of merger (a) When a merger becomes effective: (1) the surviving entity continues or comes into existence; (2) each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (3) all property owned by each constituent entity that…

§ 1611. Consolidation (a) Constituent entities that are mutual benefit enterprises or foreign enterprises may agree to call a merger a consolidation under this article. (b) All provisions governing mergers or using the term “merger” in this title apply equally to mergers that the…

§ 1612. Article not exclusive This article does not prohibit a mutual benefit enterprise from being converted or merged under law other than this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)