Sec. 111.35. Merger or consolidation of domestic and foreign corporations.

293 words·~1 min read·/il/chapter-805/act-105/111-35

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Sec. 111.35. Merger or consolidation of domestic and foreign corporations. One or more domestic corporations and one or more foreign corporations may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the State or country under which each such foreign corporation is organized:

(a)Each domestic corporation shall comply with the provisions of this Act with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the State or country under which it is organized.

(b)If the surviving or new corporation, as the case may be, is to be governed by the laws of any State or country other than this State, it shall comply with the provisions of this Act with respect to foreign corporations if it is to conduct its affairs in this State, and in every case it shall file with the Secretary of State of this State:

(1)An agreement that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and

(2)An irrevocable appointment of the Secretary of State of this State as its agent to accept service of process in any such proceeding.

(c)The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except, if the surviving or new corporation is to be governed by the laws of any State or country other than this State, only to the extent that the laws of such other State or country shall otherwise provide.