§ 4-27-1108 — Merger of subsidiary

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation. (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The names of the parent corporation and the subsidiary corporation; and (2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property. (c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing. (d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-27-1002 .

Legislative History

Acts 2009, No. 408, § 2.