16-6a-1103. Articles of merger

(1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth:
     (a) the plan of merger;
     (b) if shareholder or member approval was not required of any party to the merger:
            (i) a statement to the effect that approval was not required; and
            (ii) a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger;
     (c) if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; and
     (d) if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained.

(2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed.

(3) Articles of merger shall be executed by each party to the merger. 


Amended by Chapter 228, 2006 General Session


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