Mergers

Agency: Licensing and Regulatory Affairs

Two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved under the Act. One or more domestic profit corporations may merge into one or more business organizations if the requirements of the Act are satisfied. A profit corporation may transfer in the certificate of merger any assumed names of the nonsurvivor business organization, or adopt the nonsurvivor name or names as new assumed names.

Two or more domestic nonprofit corporations may merge or consolidate into a new corporation pursuant to a plan of merger or consolidation approved in the manner provided by the Act.

If a foreign corporation with a Certificate of Authority merges with another entity, the corporation is required to file a certificate issued by its state of incorporation attesting to the occurrence of the merger. In addition, when the foreign corporation is the survivor of the merger and changes have been made which affect the corporation's Certificate of Authority, an Amended Application for Certificate of Authority must also be completed and filed.

If a foreign nonprofit corporation is involved in a merger, the corporation must submit a certified copy of the merger as filed in the home state.