§ 4-27-1803 — Articles of share exchange

(a) After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State. (b) The articles of share exchange shall include: (1) (A) A copy of the plan of share exchange; or (B) A statement that: (i) Contains the address of an office of the surviving corporation where the plan of share exchange is on file; and (ii) A copy of the plan of share exchange will be furnished by the surviving corporation on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; (2) If shareholder approval was not required, a statement that shareholder approval was required; (3) If the approval of the shareholders of one (1) or more corporations to the share exchange was required: (A) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (B) (i) The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; or (ii) The total number of undisputed votes cast for the plan separately by each voting group; and (4) A statement that the number of votes cast for the plan by each voting group was sufficient for approval by that voting group. (c) A share exchange takes effect upon the effective date of the articles of share exchange.

Legislative History

Acts 2009, No. 408, § 4.