§ 17-16-1106 — Articles of merger or share exchange

Wyoming § 17-16-1106

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 11: MERGER, SHARE EXCHANGE, CONSOLIDATION AND

Text

(a) After a plan of merger or share exchange has been
adopted and approved as required by this act, articles of merger
or share exchange shall be executed on behalf of the surviving
or acquiring corporation by any officer or other duly authorized
representative. The articles shall set forth:
(i) The names of the parties to the merger or share
exchange;
(ii) If the articles of incorporation of the survivor
of a merger are amended, or if a new corporation is created as a
result of a merger, the amendments to the survivor's articles of
incorporation or the articles of incorporation of the new
corporation;
(iii) If the plan of merger or share exchange
required approval by the shareholders of a domestic corporation
that was a party to the merger or share exchange, a statement
that the plan was duly approved by the shareholders and, if
voting by any separate voting group was required, by each such
separate voting group, in the manner required by this act and
the articles of incorporation;
(iv) If the plan of merger or share exchange did not
require approval by the shareholders of a domestic corporation
that was a party to the merger or share exchange, a statement to
that effect; and
(v) As to each foreign corporation or eligible entity
that was a party to the merger or share exchange, a statement
that the participation of the foreign corporation or eligible
entity was duly authorized as required by the organic law of the
corporation or eligible entity.
(b) Articles of merger or share exchange shall be
delivered to the secretary of state for filing by the survivor
of the merger or the acquiring corporation in a share exchange,
and shall take effect upon the effective time provided in W.S.