§ 16-10a-1101 — Merger.

(1) A domestic corporation may merge into another entity if:

(1)(a) the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and
(1)(b) any other entity that plans to merge approves the plan of merger as provided by the statutes governing the entity.
(2) The plan of merger referred to in Subsection (1) shall set forth:

(2)(a) the name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge;
(2)(b) the terms and conditions of the merger;
(2)(c) the manner and basis of converting the ownership interests in each entity, in whole or part, into:
(2)(c)(i) ownership interests, obligations, or other securities of the surviving entity or another entity; or
(2)(c)(ii) cash or other property; and
(2)(d) any amendments to the articles of incorporation or organization of the surviving entity to be effected by the merger.
(3) The plan of merger may set forth other provisions relating to the merger.

Legislative History

Amended by Chapter 244, 2011 General Session