Arkansas § 4-28-305 Domestic corporations - Articles of merger or consolidation

Arkansas Statutes

§ 4-28-305 — Domestic corporations - Articles of merger or consolidation

(a)Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by its president or a vice president and by its secretary or an assistant secretary and verified by one (1) of the officers of each corporation signing the articles.

(b)The articles of merger or consolidation shall set forth:

(1)The plan of merger or the plan of consolidation;

(2)Where the members of any merging or consolidating corporation have voting rights, then as to each corporation:

(A)A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds (2/3) of the votes which members present at the meeting in person or by proxy were entitled to cast, as well as, in

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(a) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by its president or a vice president and by its secretary or an assistant secretary and verified by one (1) of the officers of each corporation signing the articles. (b) The articles of merger or consolidation shall set forth: (1) The plan of merger or the plan of consolidation; (2) Where the members of any merging or consolidating corporation have voting rights, then as to each corporation: (A) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds (2/3) of the votes which members present at the meeting in person or by proxy were entitled to cast, as well as, in the case of any class entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, at least two-thirds (2/3) of the votes which members of any such class who were present at the meeting in person or by proxy were entitled to cast; or (B) A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) Where any merging or consolidating corporation has no members or no members having voting rights, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office. (c) The original and a copy of the articles of merger or articles of consolidation shall be delivered to the Secretary of State. (d) If the Secretary of State finds that the articles conform to law, he or she shall, when all fees have been paid, including a fee of ten dollars ($10.00) for filing articles of merger or consolidation and issuing a certificate therefor: (1) Endorse on the original and the copy the word "Filed" and the month, day, and year of the filing thereof; (2) File the original in his or her office; and (3) Issue a certificate of merger or a certificate of consolidation to which he or she shall affix the copy.

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