950 CMR, § 113.38 - Articles of Share Exchange Involving Domestic Corporations and Domestic Other Entities

(1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or all of the interests of one or more class or series of interests of a domestic other entity in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property or any combination of the foregoing by filing articles of share exchange with the Division.

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

(a) the names of the parties to the share exchange;

(b) the date and time the share exchange will be effective if the share exchange is to be effective at a later date and/or time, not more than 90 days from the date and time of filing;

(c) a statement that the plan of share exchange was duly approved by the shareholders of each domestic corporation, and, if voting by any separate 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 shareholder approval was not required; and

(d) a statement that the participation of each other entity was duly authorized by the law under which the other entity is organized or governed, and by its organizing documents.

Notes

950 CMR, § 113.38