950 CMR, § 113.39 - Articles of Share Exchange Involving Domestic or Foreign Corporations or Foreign Other Entity

(1) A domestic corporation may acquire all of the shares or other interests of one or more classes or series of shares or other interests of a foreign corporation or foreign other entity in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing; or a foreign corporation or other entity may acquire all of the shares of one or more classes or series of shares of a domestic corporation in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, 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.

(3) The articles of share exchange shall set forth:

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

(b) the jurisdiction of organization for each foreign corporation and foreign other entity;

(c) 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 of filing;

(d) 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

(e) a statement that the participation of the foreign corporation or other entity was duly authorized by the laws under which the corporation or other entity is organized and by its organizing documents.

Notes

950 CMR, § 113.39