950 CMR, § 113.36 - Articles of Merger - Domestic Entities

(1) One or more domestic corporations may merge with one or more domestic corporations or other entities by filing articles of merger with the Division.

(2) The articles of merger consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of merger shall set forth:

(a) the name of each domestic corporation or other entity involved in the merger.

(b) the name of the surviving entity which may, but need not, be one of the constituent entities;

(c) the date and time the merger will be effective if the articles of merger are to be effective at a later date and/or time not more than 90 days from the date of filing;

(d) a statement that the plan of merger was duly approved by the shareholders and, if voting by any separate voting group was required, by each separate voting group, in the manner required by M.G.L. c. 156D and the articles of organization, or a statement that approval of the shareholders was not required.

(e) that the participation of each other entity was duly authorized by the law under which the other entity is organized or by which it is governed and by its articles of organization or other organizational documents;

(f) any amendment to articles of organization of the surviving entity, if such entity is a domestic business corporation;

(g) the articles of organization of the new domestic business corporation and including all supplemental information required by 950 CMR 113.00.

(3) Requirement to File Annual Report. In order to file articles of merger, a corporation which is merging into a domestic corporation or domestic other entity shall file all annual reports required to be filed by it for the last ten fiscal years. If the corporation has not completed its current year at the time it files articles of merger, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the prior fiscal year.

Notes

950 CMR, § 113.36