47-25-1      Merger of corporations--Plan of merger--Contents of plan.
47-25-2      Amendment of surviving corporation's articles.
47-25-3      Consolidation of corporations--Plan of consolidation--Contents of plan.
47-25-4      Articles of consolidation as governing new corporation.
47-25-5      Adoption of plan of merger or consolidation.
47-25-6      Resolution of merger or consolidation--Submission to members--Notice of proposed plan.
47-25-7      Two-thirds vote required for approval.
47-25-8      Corporations having no members entitled to vote--Approval by directors.
47-25-9      Abandonment of merger or consolidation plan.
47-25-10      Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state.
47-25-11      Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation.
47-25-12      Effective date of merger or consolidation.
47-25-13      Formation of single corporation--Surviving corporation.
47-25-14      Cessation of previous corporate existence.
47-25-15      Rights and duties of surviving corporation.
47-25-16      Transfer of assets and liabilities to surviving corporation--Title to real estate.
47-25-17      New corporation as responsible for claims and liabilities--Preexisting rights unimpaired.
47-25-18      Merger or consolidation involving foreign corporation.
47-25-19      Compliance with local law by local corporation--Compliance with foreign law by foreign corporation.
47-25-20      Compliance with local law by surviving corporation--Submission to service of process locally.
47-25-21      Effect of merger or consolidation of foreign and domestic corporation.
47-25-22      Surviving corporation as governed by foreign law.
47-25-23      Abandonment of merger or consolidation.
47-25-24      Transfer of substantially all corporate assets.
47-25-25      Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.
47-25-26      Authorization of transfer by members--Two-thirds vote required.
47-25-27      Abandonment of transfer plan after vote of members--Rights of third parties.
47-25-28      Authorization for transfer in corporation having no members entitled to vote.

47-25-1. Merger of corporations--Plan of merger--Contents of plan.

Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.

Each corporation shall adopt a plan of merger setting forth:

(1)    The names of the corporation proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;

(2)    The terms and conditions of the proposed merger;

(3)    A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger;

(4)    Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

Source: SL 1965, ch 24, § 40.

47-25-2. Amendment of surviving corporation's articles.

When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger.

Source: SL 1965, ch 24, § 44 (6).

47-25-3. Consolidation of corporations--Plan of consolidation--Contents of plan.

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.

Each corporation shall adopt a plan of consolidation setting forth:

(1)    The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;

(2)    The terms and conditions of the proposed consolidation;

(3)    With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under chapter 47-22;

(4)    Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

Source: SL 1965, ch 24, § 41.

47-25-4. Articles of consolidation as governing new corporation.

When a consolidation has been effected pursuant to this chapter, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under chapter 47-22 shall be deemed to be the articles of incorporation of the new corporation.

Source: SL 1965, ch 24, § 44 (6).

47-25-5. Adoption of plan of merger or consolidation.

A plan of merger or consolidation shall be adopted in the manner provided by §§ 47-25-6 to 47-25-9, inclusive.

Source: SL 1965, ch 24, § 42.

47-25-6. Resolution of merger or consolidation--Submission to members--Notice of proposed plan.

Where the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members.

Source: SL 1965, ch 24, § 42 (1).

47-25-7. Two-thirds vote required for approval.

The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at each meeting pursuant to § 47-25-6.

Source: SL 1965, ch 24, § 42 (1).

47-25-8. Corporations having no members entitled to vote--Approval by directors.

Where any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 42 (2).

47-25-9. Abandonment of merger or consolidation plan.

After approval of a plan of merger or consolidation pursuant to § 47-25-7 or 47-25-8 and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

Source: SL 1965, ch 24, § 42.

47-25-10. Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state.

Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its board of directors, by its president or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary and shall set forth:

(1)    The plan of merger or the plan of consolidation;

(2)    If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:

(a)    A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(b)    A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(3)    If any merging or consolidating corporation has no members or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

The original and the copy of the articles of merger or articles of consolidation shall be acknowledged and delivered to the secretary of state.

Source: SL 1965, ch 24, § 43; SL 1989, ch 393, § 27.

47-25-11. Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation.

If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall:

(1)    Endorse the word "filed" on the original and the copy and the month, day, and year of filing;

(2)    File the original in his office; and

(3)    Issue a certificate of merger or a certificate of consolidation to which he shall affix the copy.

The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto, shall be returned to the surviving or new corporation, as the case may be, or its representative.

Source: SL 1965, ch 24, § 43; SL 1989, ch 393, § 28.

47-25-12. Effective date of merger or consolidation.

Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected.

Source: SL 1965, ch 24, § 44.

47-25-13. Formation of single corporation--Surviving corporation.

When a merger or consolidation has been effected pursuant to this chapter, the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

Source: SL 1965, ch 24, § 44 (1).

47-25-14. Cessation of previous corporate existence.

When a merger or consolidation has been effected pursuant to this chapter, the separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

Source: SL 1965, ch 24, § 44 (2).

47-25-15. Rights and duties of surviving corporation.

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under chapter 47-22.

Source: SL 1965, ch 24, § 44 (3).

47-25-16. Transfer of assets and liabilities to surviving corporation--Title to real estate.

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

Source: SL 1965, ch 24, § 44 (4).

47-25-17. New corporation as responsible for claims and liabilities--Preexisting rights unimpaired.

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.

Source: SL 1965, ch 24, § 44 (5).

47-25-18. Merger or consolidation involving foreign corporation.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided by §§ 47-25-19 and 47-25-20, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized.

Source: SL 1965, ch 24, § 45.

47-25-19. Compliance with local law by local corporation--Compliance with foreign law by foreign corporation.

Each domestic corporation merging or consolidating with a foreign corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

Source: SL 1965, ch 24, § 45 (1).

47-25-20. Compliance with local law by surviving corporation--Submission to service of process locally.

If the surviving or new corporation of a merger or consolidation described in § 47-25-18, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of chapter 47-27 with respect to foreign corporations if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state:

(1)    An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and

(2)    An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding.

Source: SL 1965, ch 24, § 45 (2).

47-25-21. Effect of merger or consolidation of foreign and domestic corporation.

The effect of a merger or consolidation described in § 47-25-18 shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state.

Source: SL 1965, ch 24, § 45.

47-25-22. Surviving corporation as governed by foreign law.

If the surviving or new corporation in a merger or consolidation described in § 47-25-18 is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.

Source: SL 1965, ch 24, § 45.

47-25-23. Abandonment of merger or consolidation.

After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, a merger or consolidation described in § 47-25-18 may be abandoned pursuant to provisions thereof, if any, set forth in the plan of merger or consolidation.

Source: SL 1965, ch 24, § 45.

47-25-24. Transfer of substantially all corporate assets.

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the manner provided by §§ 47-25-25 to 47-25-28, inclusive.

Source: SL 1965, ch 24, § 46.

47-25-25. Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meetings of members.

Source: SL 1965, ch 24, § 46 (1).

47-25-26. Authorization of transfer by members--Two-thirds vote required.

At the meeting required by § 47-25-25 the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.

Source: SL 1965, ch 24, § 46 (1).

47-25-27. Abandonment of transfer plan after vote of members--Rights of third parties.

After authorization by a vote of members pursuant to § 47-25-26, the board of directors, nevertheless, in its discretion, may abandon a sale, lease, exchange, mortgage, pledge, or other disposition of assets described in § 47-25-24, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

Source: SL 1965, ch 24, § 46 (1).

47-25-28. Authorization for transfer in corporation having no members entitled to vote.

Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 46 (2).