§ 12:242 — Authorization for mergers and consolidations

A. Subject to the provisions of subsection B of this section any two or more nonprofit corporations, and any one or more nonprofit corporations and any one or more business and foreign corporations, may (subject to authorization thereto by the laws under which the foreign corporation or corporations were formed) be:
(1) Merged into one of the nonprofit, business or foreign corporations, or
(2) Consolidated into a new corporation to be formed under this Chapter, under Chapter 1 of this Title, or under the laws under which one of the foreign corporations was formed.
B. For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.
C. A corporation which is not permitted to distribute its net assets to its members upon dissolution may be merged with or consolidated into only another such corporation.

Legislative History

Acts 1968, No. 105, §1.