§ 55A-11-04. Articles of merger.

365 words·~2 min read·/nc/chapter-55a/55a-11-04

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)After a plan of merger has been authorized as required by this Chapter, the surviving corporation shall deliver to the Secretary of State for filing articles of merger setting forth:

(1)The name and state or country of incorporation of each merging corporation.

(2)The name of the merging corporation that will survive the merger and, if the surviving corporation is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.

(3)If the surviving corporation is a domestic corporation, any amendment to the articles of incorporation of the corporation provided in the plan of merger.

(4)A statement that the plan of merger has been approved by each merging corporation in the manner required by law.

(a1)If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving corporation shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.

(b)A merger takes effect when the articles of merger become effective.

(c)Certificates of merger shall also be registered as provided in G.S. 47-18.1.

(d)In the case of a merger pursuant to G.S. 55A-11-06 or G.S. 55A-11-08, references in subsections

(a)and

(a1)of this section to "corporation" shall include a domestic corporation, a foreign nonprofit corporation, a domestic business corporation, and a foreign business corporation as applicable. (1955, c. 1230; 1967, c. 823, s. 22; 1993, c. 398, s. 1; 2005-268, s. 40; 2006-264, s. 44(d).)