Corporate Merger and Share-Exchange Approval and Filing Requirements by State
How may an ordinary domestic private business corporation approve and effect a merger or share exchange, including plan contents, board action, shareholder notice and vote, class rights, no-vote and short-form routes, filing, amendment or abandonment, effectiveness, and appraisal boundaries?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check August 26, 2026
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What this survey covers
A merger or share exchange is a sequence of distinct records and approvals. A commercial agreement may allocate risk between the parties, while the state corporation statute separately requires a plan or agreement, board action, shareholder or class approval when applicable, and a public filing before the transaction becomes effective.
This survey compares that state-law sequence for an ordinary domestic private business corporation. It follows the transaction from the statutory plan through board and holder action, exceptions, specialized routes, filing, amendment or abandonment, and the limited appraisal boundary without deciding price, fairness, fiduciary compliance, federal law, or closing advice.
How to read the table
Start with the plan and board columns. They identify the statutory transaction record, its required terms, which boards must act, and whether the board must recommend, declare the transaction advisable, condition submission, or explain why it makes no recommendation.
Next read notice, vote, and exceptions together. A state may give nonvoting holders notice, grant a class a separate vote, or excuse only the survivor or acquirer from a vote when exact no-change, ownership, or issuance conditions are met. Parent-subsidiary, holding-company, and tender routes are separate from the ordinary negotiated transaction.
Finish with filing, amendment or abandonment, and boundaries. The public filing may be the agreement itself, articles, or a certificate that recites approval; its effective time can differ from signing or closing. Appraisal, tax, securities, antitrust, fiduciary, creditor, and regulatory work remains separate.
Why a state comparison matters
California treats a merger as a reorganization with a statutory agreement and class-by-class approval structure. Its ordinary rule requires approval of the principal terms by each class whose corporation must act, subject to a more-than- five-sixths post-transaction ownership exception and several exceptions to that exception. The surviving corporation files the agreement with an officers' certificate from each constituent corporation. Cal. Corp. Code §§ 1101, 1103, 1200-1201.
Delaware ordinarily requires each board to approve and declare advisable an agreement, at least 20 days' notice with the agreement or a summary to voting and nonvoting stockholders, and approval by a majority of outstanding stock entitled to vote. Its statute also supplies survivor no-vote, holding-company, tender- offer, and 90%-owned parent-subsidiary routes. 8 Del. C. §§ 251, 251A-253.
Maryland uses a two-thirds default of all votes entitled to be cast after each board declares the transaction advisable and directs shareholder submission. It separately addresses voting and nonvoting notice, board-only treatment for a share-exchange successor, a qualifying merger survivor, and 90%-owned subsidiary mergers. Md. Code, Corps. & Ass'ns §§ 3-105 to 3-106.2.
Michigan instead uses a majority of outstanding voting shares plus any qualifying class or series vote. Its notice goes to every record shareholder and carries a plan or summary plus the dissenters' statement when applicable; the statute also contains survivor and acquiring-corporation no-vote rules and a public tender- offer route. MCL § 450.1703a.
Scope boundaries
The table reports procedural authorization and filing rules. It does not approve a transaction, draft or reconcile the commercial agreement, calculate a vote, value consideration, determine fairness, preserve appraisal rights, clear conflicts, or satisfy securities, antitrust, tax, creditor, employee, benefits, privacy, licensing, foreign-qualification, or industry requirements. Those issues depend on the complete transaction, entity, capitalization, governing-document, and regulatory record.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, parties, transaction, and scope | Plan or agreement terms and consideration | Board approval, advisability, recommendation, and conditions | Shareholder notice, materials, meeting, and consent | Ordinary vote, classes, series, and nonvoting rights | Survivor, acquirer, no-vote, and no-shares exceptions | Parent-subsidiary, short-form, holding-company, and tender routes | Public filing, signer, contents, and effective time | Amendment, abandonment, termination, and records | Appraisal, tax, securities, fiduciary, creditor, and regulatory boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-26 | Alabama Business Corporation Law, Title 10A Chapters 1 and 2A, chiefly Article 11; corporation may merge with authorized domestic/foreign organizations, while a statutory stock exchange acquires all stock of one or more classes/series (§§ 10A-2A-11.01 to -11.03) |
Written merger plan names and describes parties/survivor, terms, conversion or cancellation, survivor documents/amendments; stock-exchange plan names acquired/acquirer, terms, exchange basis, and required entity provisions. Cash, property, securities, stock, interests, obligations, and rights are permitted; objective outside facts may control (§§ 10A-2A-11.02 to -11.03) |
Constituent-corporation or acquired-corporation board adopts first, ordinarily recommends approval or tender; conflict, special circumstances, or § 8.26 permit no recommendation if the basis is disclosed. Board may condition stockholder approval or effectiveness (§ 10A-2A-11.04(a)-(c)) |
Every holder, voting or not, gets meeting purpose plus plan/copy or summary and required survivor/new-entity documents. Appraisal conclusion, Article 13, and financial statements apply as specified. Meeting-equivalent written consent has a 60-day collection period and 10-day later notices (§§ 10A-2A-7.04, -11.04(d), -13.20) |
Majority of all votes entitled to be cast, plus majority within every required separate group; certificate or board condition may require greater vote/quorum. Converted merger classes/series, exchange-included classes/series, amendment-equivalent groups, and charter-created groups vote separately, subject to a limited certificate opt-out (§ 10A-2A-11.04(e)-(g)) |
Survivor vote excused if it survives, only board-permitted charter changes occur, and every existing holder keeps the same number and identical rights. Stock-exchange acquiring corporation does not vote, and stock outside the exchange has no vote, unless the certificate says otherwise (§ 10A-2A-11.04(h), (l)) |
90%-of-each-voting-class/series parent may use three parent/subsidiary directions without subsidiary board or holder approval and gives 10-day post-effective notice. Separate offer route requires at least 10 days, threshold ownership, purchase, prompt follow-on transaction, and same consideration. No separate holding-company route appears (§§ 10A-2A-11.04(j), -11.05) |
Each required party signs a Statement of Merger; acquired and acquiring entities sign a Statement of Stock Exchange. File with Secretary of State with party, survivor/acquirer, approval, document, foreign-office, effective-date, and plan-copy recitals. Authorized corporate signer states name/capacity; no seal/notary required. Receipt or delayed effect up to 90 days; foreign merger waits for foreign filings (§§ 10A-2A-1.20, -11.06; 10A-1-4.11 to -4.12) |
Plan/party terms control amendment, but post-holder changes to consideration, survivor documents, or materially adverse terms require renewed approval. Before effect, corporation may abandon under plan or board route; after filing, all original signers file a Statement of Abandonment. Maintain meeting and written-action records (§§ 10A-2A-11.02 to -11.03, -11.08, -16.01) |
Article 13 generally covers vote-required or offer-route mergers, 90%-parent subsidiary holders, and acquired stock in an exchange, subject to continuing-stock, market, consideration, interested-transaction, and charter limits. Notice must state the corporation's availability conclusion; statutory approval does not resolve fairness or outside-law compliance (§§ 10A-2A-13.02, -13.20) |
| Alaska verified 2026-08-27 | Alaska Corporations Code, AS 10.06.530-.562 and .595; ordinary merger covers domestic corporations, statutory exchange covers all issued/outstanding shares of domestic-corporation classes acquired by a domestic/foreign corporation, and § 10.06.562 addresses domestic/foreign combinations; separate AS 10.55 routes remain outside the excluded AS 10.06 transactions |
Each board-approved plan names parties and survivor/acquirer, states terms and conversion/exchange basis, and permits other desired provisions; merger states survivor-articles changes; exchange may use shares, obligations, securities, cash, or property. Same-class/series treatment is equal unless a § 10.06.542 exception applies |
Every participating corporation's board approves the plan by resolution and directs shareholder submission. AS 10.06.530-.562 states no separate declare-advisable, recommendation, conflict-explanation, or conditional-submission formula; the 90%-parent route uses the survivor board |
Meeting route: every record holder, voting or nonvoting, receives at least 20 days' written notice stating the plan purpose, with the plan/copy or summary and AS 10.06.574/.576. Unless articles/bylaws prohibit, identical written consents signed by all outstanding shares entitled to vote may act without a meeting (§ 10.06.423) |
Every outstanding share may vote despite contrary articles; plan needs at least two-thirds of each corporation's outstanding shares. Amendment-equivalent classes and, for an exchange, included classes separately need two-thirds outstanding, plus two-thirds of total shares entitled (§ 10.06.546) |
No ordinary survivor, acquirer, no-issued-shares, no-change, or issuance-limit exception appears in AS 10.06.530-.562; §§ 10.06.544-.546 submit and vote every corporation. The distinct 90%-owned subsidiary route excuses both corporations' holder votes |
Parent owning at least 90% of every outstanding subsidiary class may merge the subsidiary into itself without either corporation's holder vote; survivor board approves, mails the plan to each subsidiary record holder, and files specialized articles. No express waiting period, holding-company, or offer-followed-by-merger route in AS 10.06.530-.562 |
Each corporation executes articles through president/vice president and secretary/assistant secretary; articles contain plan, outstanding shares/classes, and votes for/against. Original plus exact copy goes to commissioner; fee $25; effect on certificate issuance or plan date no more than 30 days after statutory filing boundary (§§ 10.06.550-.560; 3 AAC 16.030(b)) |
No express ordinary plan-amendment procedure in AS 10.06.530-.562. After holder approval and before articles filing, abandonment is only under plan provisions (§ 10.06.548). Corporation keeps correct/complete shareholder, board, and committee minutes plus shareholder record in written or writable form (§ 10.06.430); no merger-specific retention period stated |
Dissent generally covers merger/consolidation/exchange, but not survivor holders when their vote is unnecessary or exchange-listed class/series holders unless articles restore rights (§ 10.06.574); meeting notice includes §§ 10.06.574/.576. Alien-affiliate disclosure is due at least 20 days before consummation (§ 10.06.564); approval/filing does not resolve fairness or other legal regimes |
| Arizona verified 2026-08-26 | A.R.S. §§ 10-1101-.1105 plus Arizona Entity Restructuring Act, Title 29, ch. 6. 'Transaction' includes merger and 'interest exchange,' Arizona's statutory share-exchange analogue (§§ 10-1101-.1102). Merger combines domestic/foreign entities into a survivor; interest exchange converts/acquires covered interests while the acquired entity continues. Ordinary private domestic business-corporation scope only |
Written merger plan names each merging entity and survivor with jurisdiction/type, states interest conversion into interests/securities/obligations/rights/cash/property, survivor public/private organizational changes, new-survivor documents, and other terms (§ 29-2202). Written interest-exchange plan names acquired/acquirer, states conversion consideration, acquired-entity public/private changes, and other terms (§ 29-2302) |
Board of a domestic corporation that is a party to or undertakes the transaction, plus the acquired corporation's board in an interest exchange, adopts and submits the plan. Board recommends it unless conflicts/special circumstances support no recommendation and the basis is communicated with the plan; board may condition submission (§§ 10-1102-.1103) |
Every holder, voting or nonvoting, receives meeting notice 10-60 days before, stating plan consideration and including plan or summary (§§ 10-705, 10-1103(D)). Minimum-vote written consent generally works; pre-8/6/2016 corporations require unanimity unless articles/bylaws later opt in. Electronic consent, revocation, records filing, 10-day nonvoter delay for unanimous action, and ≤30-day post-action notice rules apply (§ 10-704) |
Default is majority of all votes entitled to be cast by each entitled voting group; law, articles, or board condition may require more (§ 10-1103(E)). Separate merger groups arise for amendment-equivalent provisions or articles-created rights; every class/series included in an interest exchange votes separately (§ 10-1103(F)). Nonvoters receive notice but do not vote absent a separate statutory/articles right |
Unless articles require a vote, survivor holders need not act only when articles remain unchanged except board-only amendments, every pre-merger holder keeps the same shares/rights, and post-merger voting shares plus issuables and participating shares plus issuables each increase by no more than 20% (§ 10-1103(G)-(H)). No separate no-issued-shares shortcut is stated in §§ 10-1101-.1105; unanimous holder approval is a general alternative under § 29-2108 |
Parent owning ≥90% of every outstanding subsidiary class may merge it, cause its shares to be acquired in an interest exchange, or use specified restructurings without parent-holder or subsidiary-holder approval; parent governors adopt the plan, minority subsidiary holders receive plan/summary, and filing waits ≥30 days (§ 10-1104). No standalone holding-company or tender-offer shortcut appears in current §§ 10-1101-.1105 or § 29-2108 |
File Commission Statement: merger identifies parties/survivor, Arizona office/agent when applicable, approval, amendments/formation documents, and optional delay; each merging entity signs (§ 29-2205; M075). Interest exchange identifies acquired/acquirer, approval and acquired-document amendments; acquired entity alone signs (§ 29-2305; M080). Chair/president/other officer signs with name/capacity; no statutory seal/acknowledgment/verification, though forms certify under perjury. $100 corporation fee; delivery effect or delay ≤90 days (§ 10-120) |
Plan procedure controls amendment; affected holders regain approval for consideration, surviving/acquired organizational-document, or materially adverse changes (§§ 29-2204, 29-2304). Before effect, abandon under plan, governors, or original approval route subject to contracts. After filing, only a delayed-effective statement can be withdrawn: all merging entities sign for merger; acquired entity signs for exchange. Permanently keep meeting/consent records; keep 3 years of shareholder minutes, consents, and general communications (§ 10-1601) |
Dissenters' rights may attach to approval-required merger, § 10-1104 subsidiary merger, and acquired-company interest exchange, subject to investment-company and exchange-listed/Nasdaq/2,000-holder limits (§ 10-1302). Meeting notice flags rights and includes the article; no-vote action triggers written notice and statutory dissenters' notice (§ 10-1320). Meeting dissenter gives pre-vote intent and no favorable vote (§ 10-1321). Merger vests property/obligations in survivor; exchange leaves acquired entity in place (§§ 29-2206, 29-2306). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, labor, industry, foreign, or other regulatory law |
| Arkansas verified 2026-08-26 | Arkansas Business Corporation Act; organization mergers in §§ 4-27-1106 to -1111 and corporate share exchanges in §§ 4-27-1801 to -1804; ordinary domestic private corporation scope |
Merger plan in a record names each organization and survivor, terms, interest conversion into money/interests/other consideration, and survivor-document amendments; exchange plan names acquired/acquirer, terms, and exchange basis (§§ 4-27-1106, -1801) |
Merger-party boards adopt; exchange boards approve and acquired-corporation boards submit; ordinary recommendation with explained conflict/special-circumstance exception; submission may be conditioned (§§ 4-27-1107, -1801 to -1802) |
Every holder gets transaction-purpose notice with plan or summary; generally 10-60 days, 60-75 if capital/bond increase proposed; meeting-equivalent written consent unless special unanimity rule applies (§§ 4-27-704 to -705, -1107, -1802) |
Majority of outstanding shares entitled to vote; merger amendment-equivalent groups vote separately; each exchanged class/series is a separate group; statute/articles/board condition may require more (§§ 4-27-1107(e)-(f), -1802(e)-(f)) |
Surviving corporation no vote if articles and existing shares remain qualifying and both voting and participating shares stay within separate 20% ceilings; no general acquiring-holder vote stated for exchange (§§ 4-27-1107(g)-(h), -1801 to -1802) |
Parent owning 90% of every subsidiary class may merge subsidiary into parent without either holder vote; plan mailed to nonwaivers and filing waits 30 days; no express holding-company or tender route (§ 4-27-1108) |
Merger articles signed by each party's authorized representative and include party/survivor, approval, plan/copy route, amendments, and effect; exchange acquirer files plan/copy and vote details; general signer rule and ≤90-day delay (§§ 4-27-120, -123, -1109, -1803) |
No express merger/exchange plan-amendment rule; prefiling abandonment under plan or board without further holder action, subject to contracts; no express postfiling withdrawal; retained plan furnished free when omitted from articles (§§ 4-27-1107(i), -1109(b)(7), -1802(g), -1803(b)(1)) |
Voting merger holders, 90%-subsidiary holders, and voting acquired-corporation exchange holders may dissent; meeting notice, pre-vote intent, and no favorable vote required; approval/filing does not resolve excluded substantive or regulatory issues (§§ 4-27-1302, -1320 to -1321) |
| California verified 2026-08-26 | Cal. Corp. Code §§ 181, 183.5, 1100-1110, 1200-1203; domestic stock corporations; merger reorganization, equity-for-control exchange reorganization, and share-exchange tender offer; constituent, survivor, acquirer, parent party, and short-form parent/subsidiary |
Merger agreement states terms, survivor and constituent jurisdictions, survivor-article amendments, share conversion or cancellation and cash/rights/securities/property, plus desired details; same-class/series treatment equal unless all holders consent (§ 1101) |
Boards of each merger constituent, the exchange acquirer, and any parent party whose equity is issued/transferred/exchanged approve; §§ 1200-1201 state no ordinary declare-advisable or recommendation requirement. Covered interested-party proposals add § 1203 fairness-opinion delivery |
Meeting notice to voting holders 10-60 days before and states proposal's general nature (§ 601). Written consent uses meeting-minimum votes unless articles provide otherwise; nonunanimous notice follows § 603, with appraisal-route notice under §§ 1300-1301. Covered interested-party proposals add fairness-opinion timing (§ 1203) |
Ordinary § 1201 approval is by each required class; 'approval of outstanding shares' means majority of all outstanding shares entitled to vote plus each entitled class/series and any greater articles/division threshold (§ 152). Unchanged preferred class usually has no vote; special close, social-purpose, other-entity, liability, and no-consideration branches vary |
Board-alone approval when § 1201 excuses shareholder action; principal express route is post-transaction ownership of more than 5/6 voting power by the corporation and/or its predeal holders. Article amendments, changed class rights, close/social-purpose/other-entity consideration, personal liability, and cancellation without consideration can restore approval (§§ 1201-1202) |
Parent owning all or at least 90% of each class may use board-approved resolution/plan plus certificate of ownership; minority-subsidiary holders receive at least 20 days' notice and appraisal information (§ 1110). Exchange reorganizations and share-exchange tender offers use §§ 181, 183.5, 1200-1201; no separate ordinary holding-company route stated here |
Each constituent signs through chair/president/VP plus secretary/assistant secretary. Survivor files agreement with each constituent's officers' certificate stating voting classes, required/received approval or board-alone route, and parent-vote status; effective on filing or stated date within 90 days (§§ 110(c), 1102-1103) |
Board approves an amendment; changed principal terms also require the original shareholder-approval method. Before effectiveness, board may abandon without further shareholder approval, subject to third-party contractual rights. Notice waivers/approvals are retained with corporate records (§§ 601(e), 1104-1105) |
Chapter 13 rights are conditional on transaction, share, listing, consideration, vote/consent, demand, and submission facts; short-form minorities have a separate notice route (§§ 1110(h), 1300-1301). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| Colorado verified 2026-08-26 | C.R.S. §§ 7-90-203 to -204.3, 7-111-101 to -104; domestic business corporation may merge with another entity or join an owner's-interest exchange for all or one or more classes/series/types; merger, exchange, merging/surviving/acquiring entities |
Merger plan: party and survivor names, jurisdictions and entity forms, terms, conversion of interests into survivor interests/obligations, money or property, and survivor-document amendments. Exchange plan: party names, terms, and exchange basis (§ 7-90-203.3) |
Each corporate board adopts and submits the plan; must recommend unless conflict or special circumstances support no recommendation and the basis is communicated with the plan; board may condition effectiveness on any basis (§ 7-111-103(1)-(3)) |
Voting holders get 10-60 day meeting notice stating the transaction purpose with plan or summary. Unanimous consent works unless articles require meeting; articles may authorize meeting-equivalent consent collected within 60 days, followed by notice to nonconsenting voters (§§ 7-107-104 to -105, 7-111-103(4)) |
Each entitled voting group: majority of all votes entitled to be cast; greater charter, shareholder-bylaw, statutory or board-conditioned vote controls. Separate group for amendment-equivalent merger terms and each exchange-included class/series (§ 7-111-103(5)-(6)) |
Survivor or exchange acquirer vote excused only if articles differ solely by board-only amendments, each holder keeps identical shares, and both voting-share and participating-share totals plus transaction-issuable shares rise no more than 20% (§ 7-111-103(7)-(8)) |
Parent owning at least 90% of every subsidiary class: no subsidiary vote; parent vote required if subsidiary survives, or if parent survives but the § 7-111-103(7) tests fail; plan delivery and waiver-or-10-day effectiveness floor. No express holding-company or tender-offer merger route (§ 7-111-104) |
Survivor files Statement of Merger; acquirer files Statement of Owner's Interest Exchange. Party/survivor/acquirer names and addresses plus transaction recital; no signature required for filing, but filer identity and perjury affirmation apply. Filing-time effect or delayed date capped at day 90 (§§ 7-90-203.7-.8, 7-90-301 to -301.5, 7-90-304) |
Before effect, abandon or amend under the plan; amendment cannot change holder consideration, impermissibly change constituent documents, or materially adversely affect owners. Delayed filing is revoked through a pre-effect Statement of Change; permanent board/shareholder action records required (§§ 7-90-205.5, 7-116-101(1)) |
Appraisal can attach to vote-required mergers, 90%-parent subsidiary holders, and exchanged shares; organized-market/covered-security limits have consideration and interested-transaction overrides. Notice states rights conclusion and supplies statute when rights may exist (§§ 7-113-102, 7-113-201). Approval does not resolve other law |
| Connecticut verified 2026-08-26 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to 33-998; ordinary domestic stock corporation. Sections 33-815 to 33-821a cover merger and share exchange among domestic/foreign corporations; acquired, acquiring, party, and survivor roles are defined in § 33-814 |
Merger plan names parties/survivor, states terms, share conversion into securities/interests/obligations/rights/cash/property, and survivor or new- corporation certificate terms. Exchange plan names acquired/acquiring parties, states terms and exchange basis. Both may use objectively ascertainable facts and postapproval amendment limits (§§ 33-815-.816) |
Board first adopts the plan and ordinarily recommends approval or tender; conflict/special-circumstance or § 33-754 routes permit no recommendation but require the basis to be disclosed. Board may condition shareholder approval or plan effectiveness (§ 33-817(1)-(3)) |
Meeting notice 10-60 days before; every voting and nonvoting holder receives the purpose plus plan/copy or summary and relevant survivor/new-corporation certificate and bylaws. Consent defaults unanimous; the certificate may allow the meeting-minimum vote, with a 60-day collection period and 10-day notices to nonvoters/nonconsenters (§§ 33-698-.699, 33-817(4)) |
Each voting group needs a majority of entitled votes present for quorum; once quorum exists, votes cast for must exceed votes cast against. Converted merger classes/series, amendment-equivalent groups, exchanged classes/series, and charter groups vote separately, subject to a limited certificate opt-out. Pre-1997 corporations can retain a two-thirds rule (§§ 33-709, 33-817(5)-(7), (13)) |
Survivor vote excused if it survives, its certificate changes only through § 33-796, and every continuing holder keeps the same number of shares with identical preferences, rights, and limitations; no general issuance-percentage test. Acquiring-corporation holders do not vote on an exchange, and unexchanged shares do not vote, unless the certificate provides otherwise (§ 33-817(8), (12)) |
Domestic parent with at least 90% of each voting class/series may merge a domestic/foreign subsidiary into itself/another such subsidiary or merge into the subsidiary without subsidiary board or holder approval, with 10-day post- effective notice. Section 33-817(10) has a 10-day offer-followed-by-merger or exchange route; no separate ordinary holding-company route (§§ 33-817(10), 33-818) |
Each party signs through an officer or authorized representative. Certificate states parties, survivor/acquirer, effective date, survivor/new certificate terms, approval/separate-group or no-vote facts, and foreign authorization; survivor/acquirer files with Secretary of the State. Effect is filing-date/time or a stated delayed date/time, with no maximum delay stated (§§ 33-610, 33-819) |
Plan may permit amendment before certificate filing; postapproval changes may not alter consideration, survivor-certificate terms beyond § 33-796, or materially harm affected holders. Before effectiveness, any party may abandon under the plan or board procedure, subject to contract rights; postfiling abandonment needs a filed statement. Consent records go in minutes/corporate records (§§ 33-698, 33-815(e), 33-816(e), 33-821a) |
Appraisal can attach to a voted or offer-route merger, 90%-subsidiary merger, or acquired shares in an exchange; market-status, consideration, interested- transaction, preferred-share, notice, intent, vote/consent, and timing limits apply. Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law (§§ 33-856, 33-860-.861) |
| Delaware verified 2026-08-27 | 8 Del. C. ch. 1, subch. IX; § 251 covers merger/consolidation of two or more Delaware corporations, while § 252 governs a foreign constituent. The complete current subchapter provides no general statutory share-exchange procedure |
Agreement states terms and conditions, mode, survivor certificate changes or no-change statement, share continuation/conversion/cancellation and cash/property/rights/securities consideration, fractional treatment, and desired provisions; terms may depend on clearly operative outside facts (§ 251(a)-(b)) |
Every constituent board adopts a resolution approving the agreement and declaring it advisable. Section 251 states no separate ordinary recommendation or conflict-explanation formula; agreement terms may depend on outside facts, and termination/amendment authority may be written into the agreement (§ 251(b),(d)) |
Meeting route gives every voting and nonvoting holder at least 20 days' notice of time/place/purpose with agreement or brief summary. Unless the certificate bars it, § 228 consent uses the all-shares-present meeting minimum, written/electronic consents delivered within 60 days, and prompt notice to eligible nonconsenters; appraisal notice remains separate (§§ 228, 251(c), 262(d)) |
Each constituent ordinarily needs a majority of all outstanding stock entitled to vote on the agreement. Section 251 does not itself create an amendment-equivalent class vote; certificate-defined class/series voting powers and any certificate-set larger portion must be calculated separately, while nonvoters still receive meeting notice (§§ 102(a)(4),(b)(4), 251(c)) |
Survivor vote is excused only if its certificate does not require it, the agreement makes no certificate amendment, each premerger share remains identical, and common/common-convertible issuance is zero or at most 20% of premerger common shares. Any constituent with no issued shares may use board approval alone (§ 251(f)) |
Section 251(g) has eight holding-company conditions, including two constituents, equal holding-company shares, Delaware entities, identical governing documents, wholly owned status, same directors, replicated downstream approval/fiduciary protections, and board-determined federal nonrecognition. Section 251(h) is limited to exchange-listed or >2,000-holder stock and requires plan authorization, an all-stock offer, threshold ownership and same consideration. Section 253 uses at least 90% of each otherwise voting class; parent-survives is board/certificate driven, while parent-disappears also requires its majority vote and 20-day notice |
After approval, file the agreement or a certificate naming constituents/jurisdictions and survivor, reciting approval, stating survivor-certificate treatment, agreement office/address, and free-copy right. An authorized officer ordinarily signs; signature is a perjury-backed acknowledgment. Secretary of State filing is effective on filing or a stated time no later than day 90. Current domestic form lists $259 plus $9 each page after page one (§§ 103, 251(c)) |
Agreement may authorize any constituent board to terminate before effectiveness and boards to amend before effectiveness, but after holder adoption consideration, survivor-certificate terms, and materially adverse class/series terms cannot be changed. A postfiling pre-effect amendment or termination certificate is required. The filed certificate must identify where the executed agreement is kept and promise free copies; § 224 permits legible electronic corporate records but states no merger-specific retention term |
Section 262 rights turn on transaction, listing/holder-count, consideration, vote/consent, notice, demand, and continuous-holding facts; no appraisal attaches to survivor shares when § 251(f) removes its vote, while minority Delaware subsidiary shares under § 253 have rights. Approval/filing does not establish fairness or satisfy tax, securities, tender/proxy, antitrust, fiduciary, creditor, contract, or regulatory law |
| District of Columbia verified 2026-08-27 | D.C. Business Corporation Act, D.C. Code §§ 29-309.01, 29-309.02, and 29-309.03; domestic corporation may merge with domestic/foreign business corporations and may acquire or have acquired all shares of one or more classes/series by share exchange; cross-form merger or interest exchange with another entity type uses Chapter 2; distinguishes party, survivor, acquired/acquiring corporation, parent, and subsidiary |
Plan names parties and survivor or acquired/acquiring corporations, states terms, and converts/exchanges shares for shares, securities, eligible interests, obligations, acquisition rights, cash, property, or a combination; merger includes new/survivor articles. Terms may depend on objectively ascertainable outside facts (§§ 29-309.02-.03) |
Each domestic board adopts and submits the plan, transmits an approval recommendation unless conflicts/special circumstances support no recommendation, and then transmits the basis; board may condition submission on any basis (§ 29-309.04(1)-(3)) |
Meeting notice to every voting/nonvoting holder 10-60 days before meeting; states plan purpose and carries plan/copy or summary plus survivor articles. Consent defaults unanimous; articles may permit minimum all-present meeting votes, collected within 60 days, with nonvoter and nonconsenter notices within 10 days (§§ 29-305.04-.05, 29-309.04(4)) |
Default meeting rule: each group has majority-of-entitled-votes quorum and approves when votes cast for exceed votes cast against; articles or board condition may require more. Separate groups include converted merger classes/series, amendment-equivalent groups, exchanged classes/series, and articles-created groups. New owner liability requires each affected holder's separate written consent (§§ 29-305.25, 29-309.04(5)-(8)) |
Unless articles otherwise provide, survivor/acquirer needs no holder approval when it survives/acquires, articles stay unchanged except permitted amendments, every pretransaction holder keeps the same number of identical-rights shares, and issuance does not trigger § 29-304.21(f)'s non-money, over-20%-voting-power vote. No standalone no-issued-shares exception (§ 29-309.04(2),(7)) |
Domestic parent holding at least 90% voting power of every voting subsidiary class/series may merge subsidiary into parent/another qualifying subsidiary or parent into subsidiary without subsidiary board/holder approval, subject to articles and foreign-law limits; notify each subsidiary holder within 10 days after effect. Parent approvals otherwise remain under general rules; no express holding-company or offer-followed-by-merger route (§ 29-309.05) |
Each merger party, or acquired corporation in an exchange, signs through any officer/authorized representative; survivor/acquirer files with Mayor party names, survivor/new articles, approval/no-vote and foreign-authorization statements—plan itself is not a required article. Fee $220; filing effect or stated time, delayed no more than 90 days (§§ 29-102.03, 29-309.06; DLCP fee schedule) |
Plan may authorize director/shareholder amendment; original voters vote again on consideration, survivor-article, or materially adverse changes. Before effect, domestic party may abandon without holder action under plan procedure or board default, subject to contract; postdelivery statement costs $220. Permanent minutes/actions; 3-year principal-office shareholder minutes, consents, and communications (§§ 29-309.02-.03, 29-309.08, 29-313.01) |
Appraisal generally follows an ordinary merger/exchange only for holders entitled to vote, plus a § 29-309.05 subsidiary merger, subject to continuing-share, market, consideration, and interested-transaction rules. Notice states rights are, are not, or may be available and includes statutory/financial materials when required (§§ 29-311.02, 29-311.10); approval/filing does not resolve fairness, antitrust, or other legal regimes |
| Florida verified 2026-08-26 | Fla. Stat. Chapter 607; domestic business corporation; merger into or creation of a survivor and share exchange acquiring all shares/rights of one or more classes or series; ordinary private corporation separated from foreign/cross-entity, nonprofit, benefit, public, regulated, conversion, and asset-sale routes (§§ 607.1101-.1102) |
Merger plan names each party and survivor with jurisdiction/type, terms, conversion of shares and acquisition rights into securities/interests/obligations/rights/cash/property, survivor/new organic record, effective date/time, and other required terms. Share-exchange plan names acquired/acquirer, terms, and exchange treatment. Outside facts are allowed; amendment needs each party's consent and renewed holder approval for consideration, survivor-document, or materially adverse changes (§§ 607.1101-.1102) |
Board of every domestic merger party or acquired share-exchange corporation first adopts the plan, recommends approval or tender unless conflicts/special circumstances or § 607.0826 apply, and explains no recommendation; board may condition shareholder approval or plan effectiveness (§ 607.1103(1)-(3)) |
Meeting notice to every shareholder, voting or nonvoting, 10-60 days before; states merger/exchange purpose, includes plan and specified survivor/new-entity articles/bylaws or organic rules, and addresses appraisal (§§ 607.0705, 607.1103(4), 607.1320). Written consent uses meeting-minimum votes within 60 days; general nonconsenter/nonvoter notice follows within 10 days, while appraisal cases require solicitation materials and at least 10 days' pre-effectiveness notice (§§ 607.0704, 607.1320(3)) |
Ordinary approval is a majority of all votes entitled to be cast on the plan at a quorate meeting, plus a majority of all votes entitled to be cast by each required separate voting group. Merger groups include amendment-affected and converted classes/series; exchange groups include each exchanged class/series. Articles may limit specified conversion/exchange group votes, but not amendment-equivalent votes in a nonsubstantive combination (§ 607.1103(5)-(7),(11)) |
Unless articles require otherwise, survivor vote is excused when it survives, its articles differ only by § 607.1002 amendments, and each pre-effective holder retains the same number of shares with identical designations/preferences/rights/limitations; Florida states no issuance cap. Acquiring-entity shareholders need no exchange vote solely as acquirer, and unexchanged acquired shares do not vote (§ 607.1103(8),(10)-(11)). No separate no-outstanding-shares route is stated |
Parent owning at least 80% voting power of every class/series may merge the subsidiary into itself/another 80%-owned entity or itself into the subsidiary without subsidiary board/shareholder approval, followed by 10-day effectiveness notice (§ 607.1104). Section 607.11035 excuses a vote after an all-shares offer open at least 10 days with threshold and same-consideration conditions. Section 607.11045 holding-company route is limited to Exchange Act-registered or 2,000-holder corporations |
Each party signs articles of merger, except the § 607.1104 subsidiary; acquired and acquiring entities sign exchange articles. State party/survivor names, jurisdictions/types, amendments/new organic record, and required/no-vote approval recitals, then deliver to Department of State. Corporation filing signer is director, president, or other officer. Effective on acceptance/stated time or delayed date no later than day 90 after filing (§§ 607.0120, 607.0123, 607.1105) |
Plan amendment needs each party's consent and original approval method unless the plan provides; entitled holders reapprove changes to consideration, survivor articles/organic rules, or materially adverse terms (§§ 607.1101(6), 607.1102(6)). Before effect, board may abandon without shareholders under plan procedure or its chosen manner; after delivery, all signing parties file a statement (§ 607.1107). Retain meeting/action records, shareholder communications, governing documents, financial/accounting and shareholder records (§ 607.1601) |
Appraisal may attach to an approval-required or tender-route merger, § 607.1104 subsidiary merger, or acquired shares in an exchange, subject to unchanged-survivor-share, market, interested-transaction, preferred-share, article, notice, consent, and preservation limits (§§ 607.1302, 607.1320-.1340). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, employee, industry, or regulatory law |
| Georgia verified 2026-08-26 | Georgia Business Corporation Code, O.C.G.A. Title 14, Chapter 2, Article 11, Part 1. One or more corporations may merge into another; a statutory share exchange acquires all outstanding shares of one or more classes or series of another corporation (§§ 14-2-1101 to -1102). Ordinary domestic private-corporation scope excludes foreign-law, nonprofit, limited-liability-entity, conversion, asset-sale, regulated, and interested-shareholder routes except where Article 11 marks the boundary |
Merger plan names every party and survivor, states terms and conditions, and states each share conversion into shares/securities, obligations, acquisition rights, cash, property, or a combination, including different treatment within one class/series; it may amend survivor articles and add other terms. Exchange plan names acquired/acquirer, states terms and exchange treatment. Either plan may use clearly operating outside facts (§§ 14-2-1101 to -1102) |
Each merger-party board and each share-exchange corporation's board adopts the plan; every merger-party board and the acquired corporation's board submits it when a holder vote is required. The submitting board recommends approval unless conflicts or special circumstances support no recommendation or a rejection recommendation, in which case it explains the basis; it may condition submission, effectiveness, or both (§§ 14-2-1101 to -1103) |
Voting holders receive 10-60 days' meeting notice stating the merger/exchange purpose and containing the plan or a summary; an appraisal-triggering meeting notice also states possible dissent rights and includes Article 13 (§§ 14-2-705, -1103(d), -1320). Consent is unanimous unless articles authorize the meeting-minimum votes; each signer receives meeting-equivalent materials or expressly waives them, sufficient consents arrive within 60 days, and nonconsenting voters receive materials within 10 days (§ 14-2-704) |
Default approval is a majority of all votes entitled to be cast on the plan by all voting shares as one group, plus a majority of each separate group required by the articles; chapter, articles, bylaws, or board conditions may require more. Merger shares gain a vote when a plan term would trigger § 14-2-1004 amendment voting but join the general group; every exchanged class/series votes as its own group even if otherwise nonvoting (§ 14-2-1103(e)-(g)) |
Survivor or share acquirer needs no holder action if its articles remain unchanged except § 14-2-1002 board-only amendments, every pre-effective share remains an identical outstanding or reacquired share, and post-transaction outstanding plus transaction-issuable shares do not exceed the number and kind already authorized (§ 14-2-1103(h)). Georgia states no percentage issuance cap and no separate no-outstanding-shares exception; other parties still follow their approval rules |
Parent owning at least 90% of every outstanding class and series may merge the subsidiary into itself or another such subsidiary, or itself into the subsidiary, without subsidiary board or holder approval. Parent board adopts the plan; within 10 days after effect the survivor notifies every subsidiary shareholder when subsidiary approval was excused. General Article 11 rules otherwise apply, so parent approval is not categorically excused. Part 1 states no ordinary-private holding-company or offer-followed merger route (§ 14-2-1104) |
Survivor/acquirer files with the Secretary of State either articles containing the plan and required/no-vote recitals, or a certificate naming parties, jurisdictions and survivor, stating survivor amendments, plan-record address and free-copy right, and approval recitals (§ 14-2-1105). Board chair, president, another officer, or authorized attorney-in-fact signs under § 14-2-120. A publication undertaking accompanies filing and the newspaper request follows by the next business day (§ 14-2-1105.1). Effect is filing or a stated delayed time/date no later than day 90 (§§ 14-2-123, -1105(c)) |
Plan-authorized amendments after holder approval cannot make unapproved adverse consideration changes, adverse survivor-article changes, or other materially adverse changes; a post-filing/pre-effect amendment requires each party's officer or authorized representative to file a certificate before effect (§§ 14-2-1101(c), -1102(c)). Before effect, the plan may be abandoned subject to contract rights without further holder action under its procedure or board determination; post-filing abandonment requires a filed statement (§ 14-2-1103(i)-(j)). Permanent records include minutes, executed consents, committee actions, and notice waivers (§ 14-2-1601) |
Dissent rights may attach to an approval-required merger for a holder entitled to vote, a § 14-2-1104 subsidiary holder, or an acquired share-exchange holder entitled to vote, subject to downstream-subsidiary, unchanged-share, authorized-cap, public-market, consideration, differential-treatment, and article/board exceptions (§ 14-2-1302). Meeting or no-vote notice then follows § 14-2-1320. Merger vests property and liabilities in the survivor (§ 14-2-1106), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| Hawaii verified 2026-08-26 | Hawaii Business Corporation Act ch. 414 pt. XII; corporation/professional-corporation/other-entity mergers; share exchange acquires all outstanding shares of one or more classes/series of a domestic corporation (§§ 414-310 to -312) |
Merger plan names party jurisdictions and survivor, terms, share conversion into shares/obligations/securities/cash/property, survivor business address, and organic amendments; exchange plan names acquired/acquirer, terms, and exchange treatment (§§ 414-311 to -312) |
Each merger-party board and both share-exchange boards adopt; each merger party and the acquired exchange corporation submits. Board recommends unless conflict/special circumstances, then communicates its basis; submission may be conditioned (§§ 414-312(a), 414-313(a)-(c)) |
Every voting/nonvoting holder gets 10-60 days' meeting notice stating purpose with plan/summary. Written action is unanimous by default; qualifying unanimous shareholder agreement may allow the all-shares-present meeting threshold; nonvoters get 10-day advance notice (§§ 414-124 to -125, -163(a)(4), -313(d)) |
Post-6/30/1987: majority of each entitled class and total entitled shares. Older: 3/4 of all issued/outstanding voting-power shares, including otherwise restricted/denied votes, unless articles lower no below newer floor. Separate amendment-equivalent and exchanged groups (§ 414-313(e)-(g)) |
Merger survivor no-vote if articles stay the same except listed amendments, shares continue identically, and post-deal voting and participating shares each stay within 20% issuance cap. Exchange acquirer holders are not submitted the plan under § 414-313(a); no separate no-issued-shares route stated (§ 414-313(a), (h)-(i)) |
90%-of-each-class parent may merge subsidiary into itself without parent/subsidiary holder approval after plan mailing and 30-day wait; 90%-parent may also merge sibling subsidiaries after mailing and 30 days or unanimous waiver. No express holding-company or offer-followed route (§§ 414-314, -318) |
Each corporation/entity party signs articles stating parties, survivor/acquirer, approval, survivor organic treatment, Hawaii service agent, and dissent-payment undertaking; file with DCCA director. Filing or stated ≤30-day delay; current Form X-12 merger fee $100, subsidiary merger $50 (§§ 414-313(k), -315; Form X-12) |
Before filing, merger/share exchange may be abandoned under plan or board procedure without further holder action, subject to contract rights. Merger plan may authorize pre-effect termination/amendment with post-approval limits and amendment/termination filings; no parallel exchange-amendment text stated. Keep shareholder/board minutes (§§ 414-313(j), -470) |
Dissent may cover entitled merger voters, 90%-subsidiary holders, and entitled voters in the acquired exchange corporation; notice with Part XIV and pre-vote intent/no-favorable-vote steps apply. Approval does not decide fairness or outside-law compliance (§§ 414-342, -351 to -352) |
| Idaho verified 2026-08-26 | Idaho Model Entity Transactions Act ch. 22 plus Idaho Business Corporation Act §§ 30-29-1101 to -1107; corporation/eligible-entity mergers and interest exchange of all of one or more classes/series; 'share exchange' means ch. 22 interest exchange (§§ 30-22-102, -201, -301; 30-29-140) |
Record plan names parties and survivor/acquirer, states terms, conversion/exchange into interests/securities/obligations/money/property/rights, survivor/acquired organic changes, and governing-law additions; outside facts allowed (§§ 30-22-202, -302; 30-29-120(d)) |
Each domestic merger party and acquired share-exchange corporation board adopts; ordinarily recommends unless conflict/special circumstances or § 30-29-826 applies, with basis disclosed; board may condition approval/effectiveness (§ 30-29-1104(a)-(c)) |
Every voting/nonvoting holder gets 10-60 days' notice with plan/summary and merger organic materials; consent unanimous by default, but articles may allow meeting-minimum consent within 60 days plus 10-day nonvoter/nonconsenter notices (§§ 30-29-704 to -705, -1104(d)) |
Majority-entitled quorum; votes cast for exceed votes cast against under general rule. Converted merger groups, amendment-equivalent groups, each exchanged class/series, and articles groups vote separately; articles have a narrow limit/elimination route (§§ 30-29-725, -1104(e)-(g)) |
Merger survivor no-vote if articles change only as permitted, continuing shares stay identical, and issuance does not trigger § 30-29-621(f)'s noncash-over-20% vote. Share-exchange acquirer and unexchanged shares have no vote unless articles require it; no separate no-issued-shares exception stated (§§ 30-29-621(f), -1104(h), (l)) |
90%-voting-power parent route without subsidiary board/holder approval plus 10-day post-effect notice; separate offer-followed merger/share-exchange route requires at least 10 days open, approval-threshold ownership/tenders, and same consideration. No express holding-company route (§§ 30-29-1104(j)-(k), -1105) |
Statement—not chapter 29 articles—names parties, survivor/acquirer, approval, organic amendments, and effective time; each merger party signs, while domestic acquired entity signs exchange statement. $30, perjury affirmation, secretary-of-state filing, filing or ≤90-day delay (§§ 30-21-203, -209, -214; 30-22-205, -305) |
Plan or original approval method governs amendment/abandonment, with renewed holder approval for consideration, organic, and materially adverse changes; pre-effect abandonment statement after filing. Retain shareholder/board minutes, consents, and 3 years of general communications (§§ 30-22-204, -304; 30-29-704, -1601) |
Voting or offer-route merger holders, 90%-subsidiary holders, and acquired-exchange holders may have appraisal rights, subject to continuing/unexchanged shares, market, consideration, interested-transaction, and preferred-share limits; notice and preservation rules apply (§§ 30-22-109; 30-29-1302, -1320 to -1321) |
| Illinois verified 2026-08-26 | Illinois Business Corporation Act of 1983, 805 ILCS 5/Art. 11. Merger combines two or more corporations into a survivor; consolidation creates a new corporation; statutory share exchange acquires all issued or outstanding shares of one or more classes (§§ 11.05, 11.10). Ordinary private-corporation scope excludes bank, trust, nonprofit, limited-liability-entity, foreign-law, public interested-shareholder, conversion, asset-sale, and regulated routes |
Merger/consolidation plan states parties and survivor/new corporation, terms and mode, share conversion into shares/obligations/securities of the survivor or its voting-security owner, cash/property or a combination, survivor article changes/new articles, and other provisions (§ 11.05). Exchange plan states acquired/acquirer, terms, share exchange for acquirer securities/cash/property, and other provisions (§ 11.10) |
Each corporation's board approves the plan by resolution adopted by a majority of all board members, then directs shareholder submission when holders are entitled to vote (§§ 11.05, 11.10, 11.15). Article 11 states no general advisability declaration, recommendation exception, or board-only condition-setting substitute for required approval |
Each record shareholder receives the plan or summary plus dissent-right and procedure information; merger/consolidation/exchange meeting notice is 20-60 days (§§ 7.15, 11.15). Unless articles displace it, written consent may use the meeting-minimum vote; less-than-unanimous consent needs written notice to all entitled voters at least 5 days before execution and prompt written notice afterward to nonsigners (§ 7.10) |
Each corporation ordinarily needs two-thirds of all votes of shares entitled to vote, plus two-thirds of each separately voting class/series; a class votes if articles require it or a plan term would trigger an amendment class vote. Articles may set a smaller or larger threshold, but not below a majority of all entitled votes and each required class/series (§ 11.20(a)-(b)) |
Survivor or share acquirer needs no holder vote unless articles say otherwise when the plan makes no article amendment, every outstanding share keeps identical rights, and common shares plus common-convertible issuances are none or ≤20% of pre-effective outstanding common shares (§ 11.20(c)). Article 11 states no separate no-issued-shares exception |
Parent owning ≥90% of every class may merge one or more solvent subsidiaries into itself or one subsidiary without any parent/subsidiary holder vote; parent board approves, minority subsidiary holders receive plan and dissent notice, and filing waits 30 days unless all outstanding subsidiary shares consent or waive (§ 11.30). No ordinary-private holding-company or offer-followed merger route appears in Article 11 |
Each corporation executes duplicate articles containing the full plan and a meeting-vote or § 7.10 consent recital; Secretary of State files them (§ 11.25). Current BCA 11.25 uses authorized-officer perjury signatures, lists a $100 filing fee, and adds $50 for each merger/consolidation corporation beyond two. Effect is filing or a plan-stated date ≤30 days later (§ 11.40) |
Plan may include provisions for abandonment before Secretary of State filing (§§ 11.05(e), 11.10(d)); Article 11 supplies no separate general amendment or post-filing termination route. Corporation keeps correct account books, shareholder/board/committee minutes, and shareholder record; Article 11 states no transaction-specific retention term (§ 7.75) |
Dissent rights generally attach when § 11.20 or the articles require holder authorization and for a subsidiary merged under § 11.30, subject to strict § 11.70 procedure (§ 11.65). Merger transfers property and liabilities without impairing creditor rights or liens (§ 11.50). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| Indiana verified 2026-08-26 | Indiana Business Corporation Law, IC 23-1-40; corporation-to-corporation merger or all-shares class/series exchange; foreign participation addressed separately |
Plan names parties and survivor/acquirer, states terms, and gives share-conversion/exchange basis and consideration; survivor amendments optional (IC 23-1-40-1 to -2) |
Each board adopts; merger parties and acquired corporation submit, recommend or explain conflict/special circumstances; board may condition submission (§ 23-1-40-3(a)-(c)) |
10-60 day notice to every holder with plan/summary; private-company meeting-minimum consent unless articles require otherwise, 60-day collection, post-action notices (§§ 23-1-40-3(d), 23-1-29-4 to -5) |
Majority of all entitled votes per group; merger group for amendment-equivalent provision; each exchanged class/series votes separately (§ 23-1-40-3(e)-(f)) |
Share-exchange acquirer has no ordinary holder submission; merger survivor excused only with unchanged articles, proportional continuing ownership, and split-adjusted voting/participating 20% caps (§ 23-1-40-3(a), (g)-(h)) |
90%-of-each-class parent route with 30-day plan mailing wait; separate wholly owned holding-company board-only route if all statutory conditions hold (§§ 23-1-40-4, -9) |
Survivor/acquirer files approval-focused Articles; authorized signer, no acknowledgment; filing or delayed effective time up to 90 days (§ 23-1-40-5; IC 23-0.5-2-1, -3) |
Plan or board may amend/abandon before Articles filing; a filed record may be withdrawn before effect; consents enter minutes/records; no special Chapter 40 retention term (§ 23-1-40-3(i)-(j); IC 23-0.5-2-4) |
Chapter 44 dissenters' rights may attach to voting holders, subject to covered-security and preferred-share limits; approval/filing does not resolve fairness or external law (§§ 23-1-44-8, -10) |
| Iowa verified 2026-08-26 | Iowa Business Corporation Act, chapter 490; mergers among corporations/eligible entities and exchanges of all shares or interests in one or more classes or series (§§ 490.1101 to .1103) |
Plan names parties and survivor/acquirer, jurisdictions and entity types, terms, conversion/exchange basis, survivor organic record, and governing-law additions; outside facts permitted (§§ 490.1102 to .1103) |
Board adopts first and ordinarily recommends; may condition approval/effect or explain conflicts, special circumstances, or § 490.826 route (§ 490.1104(1)-(3)) |
Every holder gets 10-60 days' notice, plan or summary, and survivor/new-entity organic materials; 90% consent default, eligible nonpublic articles may use meeting threshold, 60-day collection and 10-day post-action notices (§§ 490.704 to .705, .1104(4)) |
Majority-entitled quorum and majority of votes entitled; converted merger classes/series, amendment groups, each exchanged class/series, and articles-created groups vote separately, subject to limited articles waiver (§ 490.1104(5)-(7), (9)) |
Survivor no-vote if articles and existing shares remain qualifying and issuance does not trigger the noncash, over-20%-voting-power rule; acquiring entity and unexchanged shares ordinarily do not vote (§§ 490.621(6), 490.1104(8), (12)) |
90%-voting-power parent route omits subsidiary board/holder approval and gives post-effect notice within 10 days; separate offer route requires at least 10 days, threshold ownership, and same consideration (§§ 490.1104(10), 490.1105) |
Merger parties sign articles; exchange articles signed by acquired and acquiring entities; file with secretary of state; filing/delayed effect up to 90 days, with foreign-effect later-of rule (§§ 490.123, 490.1106) |
Party consent ordinarily required for plan amendments, with renewed holder approval for consideration, organic-record, or materially adverse changes; board/plan abandonment before effect and all-signer abandonment statement after filing; retain action records (§§ 490.1102(7), .1103(6), .1108, .1601) |
Merger, 90%-parent, acquired-corporation exchange, and offer-route appraisal rules include market and consideration limits and transaction-specific notices; approval/filing does not resolve excluded substantive or regulatory law (§§ 490.1302, .1320 to .1321) |
| Kansas verified 2026-08-26 | Kansas General Corporation Code art. 67 governs corporation mergers/consolidations; Business Entity Transactions Act §§ 17-78-101 to -306 governs cross-form mergers and acquisition of all of one or more interest classes/series; corporation-only mergers stay in art. 67 (§§ 17-6701, 17-78-102, -201, -301) |
Merger agreement states terms, implementation, survivor/resulting articles, share conversion/cancellation, cash/property/rights/securities, fractional treatment, and outside facts; interest-exchange record names acquired/acquiring entities, exchange treatment, acquired-entity organic changes, and other terms (§§ 17-6701(b), 17-78-302) |
Each corporation-only merger board approves and declares the agreement advisable; no ordinary recommendation requirement is stated. Acquired-corporation interest-exchange approval follows its organic rules or the voter-approved-merger standard (§§ 17-6701(b), 17-78-303(a)) |
Every voting and nonvoting merger holder gets at least 20 days' meeting notice with agreement or summary; written/electronic consent uses the meeting-minimum vote within 60 days and prompt nonconsenter notice. Interest exchange follows the acquired corporation's merger-approval procedure (§§ 17-6518, 17-6701(c), 17-78-303) |
Default merger approval is a majority of all outstanding stock entitled to vote; § 17-6701 states no separate affected-class vote but gives every nonvoter notice. Interest-exchange approval uses the same voter-approved-merger standard unless organic rules provide otherwise (§§ 17-6701(c), 17-78-303(a)) |
Survivor skips its holder vote if articles stay unchanged, continuing shares stay identical, and common issuance/conversion stays at or below 20%; any constituent with no issued shares also skips. Interest-exchange acquiring holders ordinarily do not approve (§§ 17-6701(f), 17-78-303(c)) |
90%-of-each-voting-class parent route; detailed wholly owned holding-company route; listed/over-2,000-holder offer-followed-by-merger route; and a 90%-owner cross-form merger exception, each subject to its own conditions (§§ 17-6701(g)-(h), 17-6703, 17-78-203(c)) |
Merger agreement or certificate-in-lieu; interest-exchange certificate names acquired/acquiring entities, approval, organic amendments, and effective time. Authorized officer or statutory fallback signs under perjury; file with secretary of state; filing or stated date/time within 90 days, and merger fees must be paid (§§ 17-6701(c), 17-6709, 17-78-305, 17-7908 to -7911) |
Before effect, merger boards may amend/terminate only if the agreement authorizes it, with postapproval limits on consideration, survivor articles, and material adversity; interest exchange uses agreement-set or original approval procedure. Filed termination/amendment certificate may be required; merger certificate-in-lieu identifies where the executed agreement is kept and promises a free holder copy (§§ 17-6701(c)-(d), 17-78-304) |
Merger and interest-exchange appraisal can apply, but eligibility depends on route, class/series, listing/holder count, consideration, vote/consent, and demand facts. Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law (§§ 17-6712, 17-78-103 to -104, -109) |
| Kentucky verified 2026-08-26 | Kentucky Business Corporation Act, KRS §§ 271B.11-010 to -080; ordinary domestic corporation merger/share exchange, with separate foreign-corporation and LLC/limited-partnership merger provisions |
Merger plan: parties/survivor, terms, conversion into shares, obligations, securities, cash or property, optional survivor-article amendments and other terms. Exchange plan: acquired/acquirer, terms, exchange basis, and other provisions (§§ 271B.11-010 to -020) |
Each merger-party board and both exchange boards adopt; submitting board ordinarily recommends, or communicates conflict/special-circumstances basis for no recommendation; board may condition submission on any basis (§§ 271B.11-010 to -030) |
Every holder, voting or not, gets 10-60 day meeting notice stating plan purpose with plan/copy or summary; dissent notice states rights and offers Subtitle 13 copy on request. Consent defaults unanimous; articles may permit at least 80%, with prompt nonconsenter notice and 10-day advance nonvoter/unsolicited-voter notice (§§ 271B.7-040 to -050, -11-030, -13-200) |
Each entitled voting group approves by majority of all votes entitled to be cast; chapter, articles, or board condition may require more. Separate group for amendment-equivalent merger terms and every exchange-included class/series (§ 271B.11-030(5)-(6)) |
Survivor vote excused with only board-permitted article changes, identical continuing shares, and separate ≤20% voting-share and participating-share post-merger tests. Acquiring corporation's holders do not approve a share exchange under § 271B.11-030(1); no general no-shares exception (§ 271B.11-030(1), (7)-(8)) |
Parent owning at least 90% of every outstanding subsidiary class may merge subsidiary into parent without parent/subsidiary holder approval; parent board adopts plan, mails plan/copy to nonwaiving subsidiary holders, waits 30 days before filing, and may make only board-permitted article amendments. No express holding-company or tender route (§ 271B.11-040) |
$50 Articles state parties, survivor/acquirer, conversion, survivor amendments, no-vote or voting-group shares/votes/results; survivor/acquirer files. Chair, president, officer, authorized representative, incorporator, or court fiduciary signs. Filing-time or delayed effect up to 90 days (§§ 271B.1-220, -11-050; 14A.2-020, -070) |
Part 11 states no general plan-amendment procedure. After authorization but before Articles filing, abandon under plan or board route subject to contract rights. If filed with delayed effect, all parties may file a $50 Statement of Withdrawal before effect. Keep permanent meeting and written-action records (§§ 271B.11-030(9), 271B.16-010; 14A.2-080) |
Dissenters' rights cover a voting holder in a vote-required merger, 90%-parent subsidiary holder, and voting acquired-company holder in an exchange; § 271B.13-020 states no public-market exclusion. Meeting notice states rights and offers Subtitle 13 on request; no-vote action triggers written dissenters' notice (§§ 271B.13-020, -200) |
| Louisiana verified 2026-10-02 | Louisiana Business Corporation Act, La. R.S. §§ 12:1-1101 to -1108; domestic corporation may merge with authorized domestic/foreign corporations or eligible entities, while share exchange acquires all shares/interests of one or more classes/series |
Merger plan names parties/survivor, terms, conversion, survivor documents/amendments, and other governing-law terms; exchange plan names acquired/acquirer, terms, exchange basis, and required terms. Shares, securities, interests, obligations, rights, cash, and property permitted; objective outside facts allowed (§§ 12:1-1102 to -1103) |
Each domestic party board adopts, submits, and ordinarily recommends; conflict, special circumstances, or § 12:1-826 permit no recommendation if the basis is transmitted. Board may condition submission on any basis (§ 12:1-1104(1)-(3)) |
Every holder, voting or not, gets meeting purpose plus plan/copy or summary and relevant survivor/new-entity documents. Appraisal notice uses statutory statements and specified financials. Consent is unanimous unless articles opt into meeting-equivalent consent; 60-day collection and 10-day later notices apply (§§ 12:1-704, -1104(4), -1320) |
At least majority of all votes entitled to be cast plus majority in each required separate group; articles or board condition may require more. Converted merger classes/series, exchange-included classes/series, amendment-equivalent groups, and article-created groups vote separately, subject to a narrow articles opt-out (§ 12:1-1104(5)-(7)) |
Survivor or exchange acquirer avoids its vote only with permitted article changes, identical continuing shares, and no issuance vote under § 12:1-621(F); that issuance vote applies when noncash securities exceed 20% of prior voting power. New-liability holders separately consent (§§ 12:1-621(F), -1104(8)-(9)) |
Domestic parent owning at least 90% of each voting class/series may merge subsidiary into parent or another such subsidiary without parent-holder or subsidiary approval, or parent into subsidiary without subsidiary approval; 10-day post-effective subsidiary-holder notice. No express holding-company or tender-offer route (§ 12:1-1105) |
Each party's officer/authorized representative signs acknowledged or authentic-act Articles; survivor/acquirer files with Secretary of State. State parties/survivor or acquirer, article changes, approval/no-vote, and foreign/entity authorization. Receipt or delayed effect up to 90 days; merger articles also recorded within 30 days in every affected immovable-property parish. Filing fee $95 since Oct. 1, 2026 (§§ 12:1-120, -123, -1106; 49:222; Act 921) |
Plan may authorize pre-filing amendment, but after holder approval cannot change consideration, survivor documents, or materially adverse terms. Before effect, abandon under plan or board route subject to contract rights; after filing, a party files an abandonment statement. Keep permanent meeting and no-meeting action records (§§ 12:1-1102(E), -1103(E), -1108, -1601) |
Appraisal generally covers vote-required mergers, 90%-parent subsidiary holders, and exchanged acquired-company shares, subject to continuing-share, market, consideration, interested-transaction, and preferred-share limits. Notice states availability conclusion and may require scripted language, Part 13, annual and quarterly financials (§§ 12:1-1302, -1320) |
| Maine verified 2026-08-27 | Maine Business Corporation Act, 13-C M.R.S. ch. 11; domestic business corporations may merge with corporations or eligible entities, or acquire/be acquired through a statutory share exchange (§§ 1101-1103) |
Plan names parties and survivor/acquirer, states terms, conversion or exchange into securities, interests, obligations, rights, cash or property, and survivor/new-entity organic documents; objective external facts permitted (§§ 1102-1103) |
Each domestic corporation's board adopts and submits the plan, recommends approval or explains conflict/special-circumstance/§ 827 nonrecommendation, and may condition submission; unanimous consent of every holder removes the board-resolution requirement (§ 1104) |
Meeting notice goes to every voting and nonvoting holder with purpose, plan/copy summary, and survivor/new-entity organic documents. Written consent is unanimous by default or meeting-minimum if articles authorize; 60-day collection and post-action notices apply (§§ 704, 1104) |
Default majority of all votes entitled to be cast by each required group; articles may lower to majority of votes cast with majority-entitled quorum. Converted/exchanged and amendment-affected classes or series vote separately unless a narrow articles limitation applies (§ 1104) |
Survivor/acquirer vote excused only if articles do not opt out, no disallowed article change, holders retain identical shares, and postdeal voting and participating shares each increase no more than 20%; personal owner liability needs each affected holder's separate written consent (§ 1104(7)-(8)) |
Parent owning at least 90% voting power of each voting class and series may merge subsidiary into parent/another such subsidiary or parent into subsidiary without subsidiary board/shareholder approval; post-effective notice within 10 days (§ 1105). No separate holding-company or tender-follow-on route appears in current ch. 11 |
Each party's officer/authorized representative signs; articles state parties/types/jurisdictions/effective date, survivor amendments/new articles, approval or no-vote recital, and foreign authorization. Survivor/acquirer files with Secretary of State; $100 MBCA-10; filing-time or stated time/date within 90 days (§§ 121, 125, 1106) |
Plan must authorize prefiling amendment; renewed holder approval protects consideration, survivor organic documents, and materially adverse terms. Before effect, board may abandon subject to plan/contract; postfiling abandonment needs a signed filed statement. Permanent meeting/action records; 3-year shareholder records/communications (§§ 1102-1103, 1108, 1601) |
Chapter 13 conditionally covers approval-required mergers, § 1105 subsidiary mergers, and acquired-company share exchanges; notice must state whether rights are, are not, or may be available (§§ 1302, 1321). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| Maryland verified 2026-08-26 | Md. Corporations & Associations Article, §§ 3-102 to -114; mergers across listed entity forms and statutory share exchanges; ordinary private capital-stock corporation focus |
Articles carry transaction terms, parties/successor, approval, capitalization, charter changes, conversion/exchange basis, and any necessary provisions; broad consideration allowed (§§ 3-103, -109) |
Each merging or acquired corporation's board declares transaction advisable and submits; agreement may force submission after board withdraws or reverses recommendation (§ 3-105(b), (d)) |
10-90 day purpose notice to voting and usually nonvoting holders; unanimous consent default, with limited meeting-minimum routes and 60-day collection/10-day notice rules (§§ 2-504 to -505, 3-105(c)) |
Two-thirds of all votes entitled to be cast for each corporation required to approve; charter and stock rights still control transaction-specific groups and higher requirements (§ 3-105(e)) |
Share-exchange successor board-only; merger successor majority-entire-board if no rights/charter change and each class/series grows no more than 20%, or no voting stock exists (§ 3-105(a)(4), (7)) |
90%-of-each-voting-group parent route; Exchange Act tender/exchange-offer route; wholly owned holding-company route, each with distinct board, notice, equality, and structural conditions (§§ 3-106 to -106.2) |
Each party signs/acknowledges and attests verified Articles; file with SDAT; Maryland successor/acquired corporation effective on acceptance or stated time within 30 days (§§ 1-301, 3-107, -109 to -113) |
Articles may use externally ascertainable facts; no separate general amendment rule in §§ 3-107 to -113; pre-effect abandonment by stated one-party or default all-party board route, preserving contract rights (§§ 3-108 to -109) |
Subtitle 2 objecting-stockholder rights may apply, subject to exchange-listing, survivor-stock, voting/record-date, charter, fund, consideration, and insider exceptions (§ 3-202) |
| Massachusetts verified 2026-08-26 | Massachusetts Business Corporation Act, G.L. c. 156D, Part 11. Merger combines domestic corporations with eligible domestic/foreign corporations or other entities into a survivor; statutory share exchange acquires all shares/interests of one or more classes or series (§§ 11.01-.03). Ordinary domestic private business-corporation scope only, not nonprofit, professional, regulated, conversion, asset-sale, foreign-law, or contested-control procedure |
Merger plan names every party and survivor; states terms, share/interest conversion into securities/interests/obligations/rights/cash/property, new or amended survivor organic documents, other required provisions, and optional acquisition-right treatment (§ 11.02). Exchange plan names acquired and acquiring parties, states terms and exchange consideration, may use objectively ascertainable outside facts, and may include other required provisions (§ 11.03) |
Each domestic corporation party's board adopts the plan, submits it when holder approval is required, and may condition submission on any basis (§ 11.04(1)-(3)). Part 11 states no recommendation or advisability requirement; board adoption and submission are procedural approvals, not findings of fiduciary fairness |
When approval is at a meeting, every holder, voting or nonvoting, receives notice stating plan consideration and containing the plan or summary; a merger into an existing or new entity also carries its organic documents or summary (§ 11.04(4)). Unanimous written consent always works; articles-authorized minimum-vote consent must be delivered within 60 days of the earliest delivered consent, and at least 7 days' advance notice with meeting-equivalent materials goes to qualifying nonvoters and nonconsenters (§ 7.04) |
Default approval is two-thirds of all shares generally entitled to vote and two-thirds of every separate voting group. Articles, bylaws, or board conditions may require more; articles may reduce the percentage only within § 7.27's floor (§ 11.04(5)). Unless articles opt out, an amendment-equivalent class or series votes separately; similarly affected groups ordinarily vote together, and exchanged shares alone do not create a separate vote (§ 11.04(6)) |
Unless articles say otherwise, survivor or exchange-acquirer holders need no vote when the corporation survives/acquires, articles remain unchanged except board-only amendments, each holder keeps the same number and rights, and plan issuance or delivery of each class/series does not exceed 20% of that class/series outstanding before effect (§ 11.04(7)). New owner liability requires each affected holder's separate written consent (§ 11.04(8)); Part 11 states no ordinary no-issued-shares exception |
Domestic parent owning shares carrying at least 90% of the voting power of every voting class and series may merge a subsidiary into itself/another qualifying subsidiary or itself into the subsidiary without subsidiary board or holder approval, subject to governing-document and foreign-law limits; parent notifies subsidiary holders within 10 days after effect (§ 11.05). Part 11 states no separate holding-company or offer-followed route |
Each party's officer or authorized representative executes Articles naming parties/effective date, stating survivor article changes and required/no-vote approval facts, and reciting foreign/other-entity authorization. Survivor or exchange acquirer delivers them to the Secretary; certified copies also go to applicable deeds registries without affecting transaction validity (§ 11.06). General filing rules require signer name/capacity and no seal, attestation, acknowledgment, or verification; effect is receipt/approval under § 1.23 or a delayed time no later than day 90 |
Plan may authorize pre-filing amendment, but after holder approval cannot change consideration, specified survivor organic documents, or another materially adverse term within §§ 11.02(e) and 11.03(f). Before effect, any party may abandon under plan procedures or board/manager determination without holder action, subject to contracts; after filing, a party files an abandonment statement before effect (§ 11.08). Corporation permanently keeps meeting and consent records and keeps specified holder records and communications for three years (§ 16.01) |
Appraisal may attach to an approval-required merger, a § 11.05 subsidiary merger, or an acquired share exchange, subject to cash, marketable-security, interest, all-shares, and other Part 13 limits (§ 13.02); the transaction notice must address appraisal when applicable (§ 13.20). Effect vests property/rights and liabilities in the survivor (§ 11.07), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| Michigan verified 2026-08-26 | Michigan Business Corporation Act, 1972 PA 284, Chapter 7. Merger combines two or more domestic corporations into a survivor; statutory share exchange acquires all outstanding shares of one or more classes/series (§§ 450.1701-.1702). Ordinary domestic private profit-corporation scope excludes nonprofit, foreign-law, other-entity, conversion, asset-sale, regulated, benefit-corporation, and Chapter 7A interested-shareholder routes except where a specialized boundary must be identified |
Merger plan names parties/survivor; inventories outstanding classes/series, voting and class-voting status and possible pre-effective changes; states terms and conversion into survivor/third-party shares, bonds, rights, securities, cash/property, or combinations; states survivor article amendment/restatement and other terms. Exchange plan names acquired/acquirer, terms, exchange consideration, and other provisions (§§ 450.1701-.1702) |
Each participating board adopts the plan, submits when a holder vote is required, and recommends approval or tender unless § 450.1529, conflict, post-adoption events, contractual obligations, or special circumstances support no recommendation; no/against recommendations require the basis to be communicated. Board may condition shareholder submission on any basis (§ 450.1703a(1)-(2)); this is not a fiduciary-fairness finding |
Every record holder, voting or nonvoting, receives 10-60 days' meeting notice with the plan or summary, copy-on-request statement, and dissent statement/procedure when applicable (§§ 450.1404, 450.1703a(2)(d)). Minimum-vote consent requires articles authorization, sufficient dated consents delivered within 60 days after the consent record date, and prompt nonconsenter notice; unanimous written consent is always available. Electronic consent must be reproduced in paper and delivered as § 450.1407 directs |
Plan approval requires a majority of all outstanding shares entitled to vote plus a majority of outstanding shares of every entitled class/series. A merger group votes when an amendment-equivalent term would grant a class vote; every included exchange class/series votes. Board may remove that separate vote on a reasonable finding that plan consideration has fair value at least equal to the shares' fair value on plan-adoption date (§ 450.1703a(2)(e)) |
Unless articles or § 450.1754 require otherwise, survivor holders need no vote when survivor articles remain unchanged and each holder retains the same number of identically designated shares and rights; Michigan states no percentage cap in that survivor test. Exchange-acquirer holders ordinarily need no vote, but § 450.1754 restores notice/vote/dissent when acquisition securities convert into common and total common issuance exceeds 100% of the pre-acquisition common base. A corporation with no business, shares, or board may merge by unanimous incorporator consent (§§ 450.1703a(2)(f)-(g), 450.1706, 450.1754) |
Parent owning ≥90% of every outstanding class may merge subsidiary into itself/another such subsidiary or itself into a subsidiary without any corporation's holders or subsidiary board, subject to § 450.1713 article/amendment exceptions; after filing, minority subsidiary holders receive plan/summary and dissent treatment (§§ 450.1711-.1713). Section 450.1703a(3) gives only an Exchange Act § 12-registered corporation an offer-followed route with ≥20-business-day/SEC period, threshold and same-consideration conditions. Chapter 7 states no separate ordinary-private holding-company route |
Each corporation executes/files a Certificate stating plan-required parties, shares/voting, conversion or exchange, survivor amendments, board adoption, free-plan right, required/no-vote approval route, incorporator facts, and assumed-name treatment (§ 450.1707). Authorized officer/agent signs; administrator is LARA's Corporations Division. Statute charges $50 per Chapter 7 Certificate, while current Forms 550/551/553 instruct $50 per corporation, plus assumed-name/share-increase charges. Effect is endorsement or stated later time ≤90 days after delivery (§§ 450.1131-.1132, 450.2060; Forms 550, 551, 553) |
Chapter 7 states no general plan-amendment or mandatory reapproval rule. Before Certificate effectiveness, transaction may be abandoned subject to contract rights under plan procedure or, if silent, board determination without further holder action; after filing, file $10 Form 552 within 10 days after abandonment and no later than proposed effective day (§§ 450.1741, 450.2060). Corporation keeps account books, shareholder/board/executive-committee minutes, and shareholder names, addresses, holdings, and acquisition dates; no transaction-specific retention term is stated (§ 450.1485) |
Dissent/payment may attach to an approval-required or public-offer merger, § 450.1711 subsidiary merger, acquired share exchange, or § 450.1754 issuance, subject to national-exchange and cash/qualifying-listed-share consideration exclusions and governing-record additions (§ 450.1762). Meeting, no-vote, and offer notices follow § 450.1764. Merger vests property/rights and liabilities in survivor (§ 450.1724), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| Minnesota verified 2026-08-26 | Minn. Stat. §§ 302A.601, 302A.611-.651; domestic corporation may merge with domestic/foreign corporations or LLCs; share exchange acquires all outstanding shares of one or more classes/series; constituent, survivor and acquirer |
Plan states constituent names and survivor/acquirer, terms, conversion/exchange or cancellation of interests for securities/other interests, money or property, survivor-article amendments, and desired provisions; negotiated acquisitions remain possible (§§ 302A.611, subds. 1-2) |
Each constituent corporation's plan approved by majority of directors present, then submitted as required; no separate ordinary declare-advisable, recommendation, or board-condition language in § 302A.613, subd. 1 |
If any class/series votes, every shareholder gets 14-60 day written notice stating purpose with plan copy/short description. Unanimous written/electronic action; nonpublic articles may permit meeting-equivalent action with majority-of-all floor and five-day nonconsenter notice (§§ 302A.441, 302A.613, subd. 1) |
Majority of voting power of all shares entitled; separate class/series vote for amendment-equivalent terms and exchange-included shares, except an all-shares cancellation/exchange class with fair-value rights loses the separate vote (§ 302A.613, subd. 2) |
Survivor vote excused only with no article amendment, identical continuing shares, voting power plus transaction-issuable voting power within 20%, and participating-share count plus transaction-issuable shares within 20%. Exchange acquirer gets board approval but no holder submission under § 302A.613, subd. 1 |
90%-of-each-voting-class parent route can reach direct/indirect subsidiaries and another 90%-owned subsidiary; domestic parent vote restored if survivor tests fail. Separate wholly owned holding-company route and publicly held qualified tender/exchange-offer route (§§ 302A.613, subd. 4; 302A.621; 302A.626) |
Articles contain the full plan plus approval statement, are signed for each constituent and filed with Secretary of State; Secretary issues certificate. Effective on filing or stated later date/time; § 302A.641 states no numeric outer limit (§§ 302A.615, 302A.641) |
No separate general plan-amendment section; before effect, abandonment may follow shareholder, plan-condition, or majority-directors-present route, subject to contract rights. Filed deal needs Articles of Abandonment; proceedings records kept for three years (§§ 302A.631, 302A.461, subd. 2) |
Dissent rights can attach to merger and exchanged shares; survivor/unexchanged-share limits and national-exchange market-out apply, but not to qualified-offer or 90%-parent mergers and nonmarket consideration can restore rights. Approval notice carries statutes/procedure (§§ 302A.471, 302A.473) |
| Mississippi verified 2026-08-26 | Mississippi Business Corporation Act, Title 79 chapter 4 article 11; corporation/eligible-entity mergers and acquisition of all shares/interests in one or more classes/series (§§ 79-4-11.01 to -11.03) |
Plan names parties and survivor/acquirer, terms, conversion/exchange into securities/interests/obligations/rights/cash/property, survivor organic terms, and governing-law additions; outside facts allowed (§§ 79-4-11.02 to -11.03) |
Board adopts and ordinarily recommends; conflicts/special circumstances require explanation; board may condition submission; each personal-liability holder separately consents (§ 79-4-11.04(a)-(c), (i)) |
Every holder gets 10-60 days' meeting notice with plan/summary and existing/new survivor organic materials; consent unanimous by default, articles may authorize meeting-equivalent threshold with 60-day collection and 10-day post-action notices (§§ 79-4-7.04 to -7.05, -11.04(d)) |
Majority-entitled quorum; votes for exceed votes against under general rule; converted merger classes, amendment groups, each exchanged class/series, and articles groups vote separately; greater articles/board threshold allowed (§§ 79-4-7.25, -11.04(e)-(f)) |
Survivor no-vote if it survives, articles and existing shares remain qualifying, and voting and participating shares each stay within separate 20% ceilings; no general acquiring-holder vote stated for exchange (§ 79-4-11.04(b), (g)-(h)) |
Parent with 90% voting power of every voting class/series may merge subsidiary into parent/another such subsidiary or parent into subsidiary without subsidiary board/holder approval; post-effect notice within 10 days; no express tender route (§ 79-4-11.05) |
Each party signs through officer/authorized representative; articles state parties, effect, survivor terms, approval/no-vote, and foreign/eligible authorization; survivor/acquirer files; filing or delay through ninetieth day (§§ 79-4-1.23, -11.06) |
Plan may authorize prefiling amendments but not postapproval consideration, survivor-organic, or materially adverse changes; any party may abandon before effect under plan/board procedure, with pre-effect statement after filing; retain action records (§§ 79-4-11.02(d), -11.03(d), -11.08, -16.01) |
Voting merger/acquired-exchange and 90%-subsidiary holders may have appraisal rights, subject to reorganization, market, consideration, interested-transaction, and preferred-share limits; meeting/consent notice and preservation rules apply (§§ 79-4-13.02, -13.20 to -13.21) |
| Missouri verified 2026-08-26 | Missouri General and Business Corporation Law, ch. 351; statutory merger/consolidation only; no general corporate share-exchange procedure in current Chapter 351 |
Plan names constituents/survivor, states terms and mode, conversion consideration, survivor-article changes, and other desired provisions (§ 351.410) |
Each constituent board approves the plan and directs shareholder-meeting submission; no statutory recommendation or no-recommendation explanation in ordinary route (§ 351.410) |
10-70 day purpose notice plus plan/summary; appraisal notice reaches all record-date holders; general written-consent route requires unanimity (§§ 351.230, .273, .420, .455.3) |
At least two-thirds of all outstanding shares entitled to vote, for each corporation; articles/shareholder-adopted bylaws may require more or class/series concurrence (§§ 351.425, .270) |
No ordinary survivor or no-shares exception in §§ 351.410-.425; every constituent uses board and holder approval unless a specialized route applies |
90%-of-each-class parent route with parent-nonsurvivor conditions; separate board-only holding-company route with identity, governance, approval, and tax conditions (§§ 351.447-.448) |
Survivor files Summary Articles with approval, effect, amendments, plan-location, and free-copy statements; officer signs; filing or delayed date within 90 days (§§ 351.046, .048, .430, .435) |
No current general amendment/abandonment procedure in ordinary merger subchapter; filed summary states plan location/free-copy right; appraisal ends if merger abandoned (§§ 351.410(5), .430(8)-(9), .455.6) |
Meeting-based appraisal may cover voting and nonvoting holders who timely object and demand; approval/filing does not resolve fairness or external law (§ 351.455) |
| Montana verified 2026-08-27 | Montana Business Corporation Act, MCA Title 35, ch. 14, pt. 11; domestic business corporations may merge with corporations/eligible entities or acquire/be acquired through a statutory share exchange (§§ 35-14-1101 to -1103) |
Merger plan states each party and survivor, jurisdictions/types, terms, conversion into securities/interests/obligations/rights/cash/property, and survivor organic record; exchange plan states acquired/acquirer and exchange terms. Objective external facts permitted (§§ 35-14-1102 to -1103) |
Board first adopts, submits, and recommends approval or tender; conflict/special-circumstance/§ 35-14-826 nonrecommendation requires explanation. Board may condition holder approval or effectiveness (§ 35-14-1104(1)-(3)) |
Meeting notice to every voting/nonvoting holder includes purpose, plan/copy summary, and relevant survivor/new-entity articles/bylaws or organic rules. Consent is unanimous by default or meeting-minimum if articles authorize; 60-day collection and 10-day post-action notices (§§ 35-14-704, -1104) |
Default majority of all votes entitled on plan by general and each required separate group. Articles may vary, but quorum cannot fall below majority entitled and approval cannot fall below votes for exceeding votes against. Converted/exchanged and amendment-affected classes/series ordinarily vote separately (§§ 35-14-725, -1104) |
Survivor vote excused if articles do not opt out, no disallowed article change, holders keep identical shares, and issuance avoids § 35-14-621(6)'s noncash/over-20%-voting-power vote. Share-exchange acquirer ordinarily needs no vote; shares not exchanged do not vote (§ 35-14-1104(8),(12)) |
Parent owning at least 90% voting power of each voting class/series may merge subsidiary without subsidiary board/shareholder approval and gives 10-day post-effect notice (§ 35-14-1105). Offer route requires plan authorization, ≥10-day offer, purchase, threshold votes, prompt follow-on transaction, and same consideration (§ 35-14-1104(10)); no separate holding-company route in current pt. 11 |
Merger articles signed by each party except short-form subsidiary; exchange articles by acquired/acquirer. State identities, survivor, amendments/new organic record, approvals/no-vote, and foreign/eligible-entity authorization; electronic SOS filing, $20; filing-time, stated-time, or ≤90-day delay, with foreign merger effective on later jurisdictional filing (§§ 35-14-120, -123, -1106) |
Plan amendment needs every party unless plan provides otherwise; renewed holder consent protects consideration, survivor organic rules, and materially adverse terms. Before effect, board may abandon under plan/default; after delivery, all article signers file abandonment. Maintain meeting/no-meeting records and 3-year general communications (§§ 35-14-1102 to -1103, -1108, -1601) |
Part 13 conditionally covers approval-required or offer-route mergers, § 35-14-1105 subsidiary mergers, and acquired-company share exchanges; notice/offer states whether rights are, are not, or may be available, with financials when applicable (§§ 35-14-1302, -1320 to -1321). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| Nebraska verified 2026-08-26 | Nebraska Model Business Corporation Act §§ 21-2,161 to -168; corporation/eligible-entity mergers and acquisition of all shares/interests in one or more classes/series; party, survivor, merger, and share-exchange terms defined |
Plan names parties and survivor/acquirer, states terms, conversion/exchange into securities/interests/obligations/rights/cash/property, survivor organic terms, governing-law additions, and objective outside facts; protected postapproval amendment limits (§§ 21-2,162 to -163) |
Each domestic party board adopts; ordinarily recommends unless conflict/special circumstances or § 21-2,101 applies, with basis disclosed; board may condition submission on any basis (§ 21-2,164(1)-(3)) |
Every voting/nonvoting holder gets 10-60 days' notice with plan/summary and merger survivor/new-entity organic materials; consent is unanimous by default, but articles may permit meeting-minimum consent within 60 days plus 10-day nonvoter/nonconsenter notices (§§ 21-256 to -257, 21-2,164(4)) |
Majority-entitled quorum; votes cast for exceed votes cast against under general rule. Converted merger groups, amendment-equivalent groups, each exchanged class/series, and articles groups vote separately, subject to narrow articles limits (§§ 21-267, 21-2,164(5)-(7)) |
Survivor or exchange acquirer no-vote if only permitted article changes, identical continuing shares, and issuance does not trigger § 21-242(f); noncash issuance exceeding 20% voting power triggers that vote. No separate no-issued-shares exception stated (§§ 21-242(f), 21-2,164(8)) |
Parent holding at least 90% voting power of every voting class/series may merge subsidiary into parent/another such subsidiary or parent into subsidiary without subsidiary board/holder approval; notify subsidiary holders within 10 days after effect. No express holding-company or tender route (§ 21-2,165) |
Each party signs through officer/authorized representative; articles name parties, survivor organic changes, approval/no-vote, and foreign authorization; survivor/acquirer files. $25 electronic/$30 written; filing or delayed time/date within 90 days (§§ 21-203, -205 to -206, 21-2,166) |
Plan may permit prefiling amendment but protects postapproval consideration, survivor-organic, and materially adverse terms. Before effect, board may abandon without holders under plan/default procedure; file statement after pre-effect filing. Consents enter corporate records; publish résumé 3 successive weeks and file proof (§§ 21-256, 21-2,162 to -163, -168, -229) |
Voting merger holders, 90%-subsidiary holders, and acquired-exchange holders may have appraisal rights, subject to continuing-share, market, consideration, interested-transaction, preferred-share, and regulated-entity limits; notice/preservation remain separate (§§ 21-2,172 to -175) |
| Nevada verified 2026-08-26 | NRS chapter 92A; mergers among domestic entities and exchanges acquiring all outstanding interests of one or more classes/series not already affiliate-owned (§§ 92A.100, 92A.110) |
Written plan names parties, jurisdictions, survivor/acquirer and entity kind, terms, conversion/exchange or cancellation basis; merger plan may amend survivor documents; outside facts permitted (§§ 92A.100, .110, .200(2)) |
Each constituent corporation's board adopts and ordinarily recommends; conflict/composition circumstances may support explained nonrecommendation; board may condition submission (§ 92A.120(1)-(3)) |
Unless consent is used, every stockholder gets 10-60 days' meeting notice stating the purpose with plan or summary; majority-voting-power consent default under Chapter 78 (§§ 78.320, 78.370; § 92A.120(4), (7)) |
Merger default is majority voting power; exchange requires majority voting power of each class and series exchanged; statute, articles, class resolution, or board condition may require more or class votes (§ 92A.120(5)-(6)) |
Survivor no-vote only if articles and existing shares remain unchanged and both voting and participating shares issued/issuable stay within 20% (§ 92A.130) |
90%-of-each-voting-class parent route, § 92A.133 public ownership-threshold/offer route, and § 92A.134 qualifying holding-company restructuring merger (§§ 92A.133-.134, .180) |
Survivor/acquirer files articles with party, adoption, approval/no-vote, charter-change, and plan-location details; each constituent corporation signs through an officer; filing or delayed effect up to 90 days (§§ 92A.200, .220, .230, .240) |
Postapproval amendment without revote only if authorized and no consideration or adverse-term change; prefiling plan/board abandonment, postfiling pre-effect plan-based termination articles; unfiled full plan retained and furnished free (§§ 92A.120(9), .170, .175, .220, .240) |
Merger, subsidiary, threshold-route, and acquired-share exchange dissent rights have market, consideration, survivor/parent, and issuance limits plus meeting/consent notice and intent rules; approval does not resolve excluded substantive or regulatory issues (§§ 92A.380-.420) |
| New Hampshire verified 2026-08-27 | New Hampshire Business Corporation Act, RSA ch. 293-A, §§ 293-A:11.01, 293-A:11.02, and 293-A:11.03; domestic corporation may merge with domestic/foreign corporations or eligible entities and may acquire or have acquired all shares/interests of one or more classes/series through a share exchange; distinguishes party, survivor, acquiring/acquired corporation, parent, subsidiary, and eligible entity |
Plan names parties and survivor/acquirer, states terms, and converts/exchanges shares or interests for shares, securities, interests, obligations, acquisition rights, cash, property, or a combination; merger includes new/survivor organic documents. Facts may be objectively ascertainable outside the plan (§§ 293-A:11.02-.03) |
Each domestic board adopts and submits the plan, transmits an approval recommendation unless conflicts, special circumstances, or the statute's additional cross-referenced circumstance applies, and gives the basis when it makes no recommendation; board may condition submission on any basis (§ 293-A:11.04(a)-(c)) |
Meeting notice to every voting/nonvoting holder 10-60 days before meeting; states plan purpose and carries plan/copy or summary plus existing/proposed survivor organic documents. Consent defaults unanimous; articles may permit minimum all-present meeting votes, collected within 60 days, with 10-day nonvoter notice and prompt nonconsenter notice (§§ 293-A:7.04-.05, 11.04(d)) |
Default meeting rule: each group has majority-of-entitled-votes quorum and approves when votes cast for exceed votes cast against; articles or board condition may require more. Separate groups include converted merger classes/series, amendment-equivalent groups, exchanged classes/series, and articles-created groups; limited articles opt-out applies. New owner liability requires each affected holder's separate written consent (§§ 293-A:7.25, 11.04(e)-(i)) |
Unless articles otherwise provide, survivor/acquirer needs no holder approval when it survives/acquires, articles stay unchanged except permitted amendments, and every pretransaction holder keeps the same number of shares with identical preferences, limits, and relative rights. No 20% issuance cap and no standalone no-issued-shares exception (§ 293-A:11.04(b),(h)) |
Domestic parent holding at least 90% voting power of every voting subsidiary class/series may merge subsidiary into parent/another qualifying subsidiary or parent into subsidiary without subsidiary board/holder approval, subject to articles and foreign-law limits; notify each subsidiary holder within 10 days after effect. Parent approvals otherwise remain under general rules; no express holding-company or offer-followed-by-merger route (§ 293-A:11.05) |
Each party signs articles through chair, president, or another officer; file plan or availability statement, party names, survivor/new articles, approval/no-vote and foreign-authorization statements with Secretary of State. Fee $35; accepted filing effect or stated time, with delayed date no later than day 90 (§§ 293-A:1.20, 1.22, 1.23, 11.06) |
Plan may authorize prefiling amendment; after holder approval, consideration, survivor organic documents beyond permitted changes, and materially adverse terms are protected. Before effect, domestic party may abandon without holder action under plan procedure or board default, subject to contract; postfiling statement costs $35. Permanent minutes/actions; 3-year principal-office shareholder minutes, consents, and communications (§§ 293-A:11.02-.03, 11.08, 16.01) |
Appraisal generally follows a merger requiring holder approval, a § 293-A:11.05 subsidiary merger, or acquired shares in an exchange, subject to continuing-share, market, consideration, preferred-share, and interested-transaction rules. Notice states rights are, are not, or may be available and includes statutory/financial materials when required (§§ 293-A:13.02, 13.20); approval/filing does not resolve fairness or other legal regimes |
| New Jersey verified 2026-08-26 | New Jersey Business Corporation Act, Title 14A, principally Chapter 10. Domestic corporations may merge with corporations or other business entities; this cell covers ordinary domestic private profit-corporation mergers and statutory share exchanges, not consolidation, foreign/entity, nonprofit, professional, regulated, conversion, asset-sale, or Chapter 10A interested-stockholder routes (§§ 14A:10-1, 14A:10-13) |
Merger plan names parties/survivor; states terms, survivor certificate amendments, conversion into survivor/other-entity shares, obligations, securities, cash/property, and other provisions (§ 14A:10-1). Exchange plan names acquired/acquirer and acquired classes/series; states terms, exchange basis into shares/obligations/securities, cash/property, and other provisions (§ 14A:10-13) |
Each constituent board approves the merger plan; both boards adopt an exchange plan. No statutory advisability or initial recommendation finding is stated. A corporation may contract to submit a merger plan even if its board later finds it no longer advisable and recommends rejection; post-approval amendments are limited (§§ 14A:10-1, 14A:10-3(9)-(10), 14A:10-13) |
Every record holder, voting or nonvoting, receives 20-60 days' meeting notice with the plan/summary and dissent-right/procedure statement (§§ 14A:10-3(1), 14A:10-13(3)). Merger consent requires all shareholders, or all voting holders plus advance notice to all others; the general minimum-vote consent route then supplies tabulation, 60-day counting, ≥20-day effectiveness notice, dissent, revocation, and minutes rules (§ 14A:5-6) |
Post-1968 corporation: majority of votes cast by entitled shares, plus majority of votes cast in each required class/series; pre-1969 corporation: two-thirds of votes cast unless it validly adopted the majority rule. Amendment-equivalent terms create class votes; greater statutory/certificate thresholds control (§ 14A:10-3(2)-(3)). Exchange uses the same majority/two-thirds votes-cast split; all acquired shares vote for a full exchange, only acquired classes/series for a partial exchange (§ 14A:10-13(3)-(4)) |
Survivor vote is unnecessary unless its certificate says otherwise when no shareholder-required certificate amendment occurs, continuing shares remain identical, and post-merger voting and participating shares/issuables each increase by no more than 40% (§ 14A:10-3(4)-(5)). Exchange statute requires acquired-corporation holders, not ordinary acquirer holders, to approve; other requirements may still make acquirer approval necessary (§ 14A:10-13). No separate incorporator/no-shares route is stated in these provisions |
Parent owning ≥90% of every outstanding class/series may merge subsidiaries into itself/another qualifying subsidiary or itself into a subsidiary without subsidiary boards or any holder vote, subject to certificate-based subsidiary/parent and parent-amendment/survivor exceptions; minority holders receive mailed plan/summary and dissent information (§ 14A:10-5.1). Section 14A:10-3(6)-(8) has a board-only indirect wholly owned holding-company merger with eight conditions. No offer-followed/tender route is stated in these provisions |
Each corporation executes a Certificate stating parties, full plan, approval dates, entitled and for/against votes by corporation/class, applicable survivor/holding-company no-vote facts, and later time (§ 14A:10-4.1); exchange Certificate adds both board dates and acquired/acquirer approval facts (§ 14A:10-13(5)). Chair, president, or vice-president signs; file with fee. Effect is filing or stated later time ≤90 days (§§ 14A:1-6, 14A:10-4.1, 14A:10-13). Current UMC-2 and fee page state $75 for merger/consolidation/amendatory filings |
Merger plan may authorize board amendment before effectiveness, but after holder adoption no change to consideration, survivor certificate terms, or materially adverse terms without further approval; post-filing amendment requires a Certificate of Amendment (§§ 14A:10-3(10), 14A:10-4.1(3)). Pre-effective merger abandonment follows plan authority and, after filing, requires a Certificate of Abandonment (§ 14A:10-8). Section 14A:10-13 states no parallel exchange amendment/abandonment rule. Corporation keeps account books, shareholder/board/executive-committee minutes, and shareholder records; no transaction-specific term is stated (§ 14A:5-28) |
Merger dissent/fair-value rights are subject to certificate additions, national-exchange/1,000-holder, consideration, and no-vote-survivor exclusions (§ 14A:11-1); acquired exchange holders receive merger-equivalent rights (§ 14A:10-13(8)). Merger vests property and liabilities in survivor without impairing creditor rights, liens, or security interests (§ 14A:10-6), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| New Mexico verified 2026-08-26 | New Mexico Business Corporation Act §§ 53-13-13 and 53-14-1 to -7; domestic merger, consolidation, and acquisition by another corporation of all issued or outstanding shares of one or more classes; domestic/foreign combinations separately covered |
Board-approved plan names parties and survivor/acquirer/new corporation, states terms, share conversion/exchange into shares/obligations/securities/cash/property, survivor/new articles, and other desired provisions (§§ 53-13-13, 53-14-1 to -2) |
Each merger/consolidation board approves; both exchange boards approve, while the acquired corporation's board directs holder submission. No ordinary advisability declaration or recommendation is stated (§§ 53-13-13, 53-14-1 to -3) |
Every record holder, voting or nonvoting, gets at least 20 days' written notice stating the plan purpose with plan/summary; unanimous written consent may replace a meeting (§§ 53-14-3(A), 53-18-8) |
Majority of all entitled shares; separate majority for any amendment-equivalent class and every class included in an exchange; articles may require more, and some pre-June 17, 1983 corporations retain former two-thirds rule (§§ 53-14-3(B), 53-18-6 to -6.1) |
Survivor vote omitted only if articles differ at most in name, existing shares remain identical, and postdeal voting and participating shares each stay within separate 20% ceilings. Exchange acquirer needs board and any otherwise requisite corporate action, but no transaction-specific holder vote is stated (§§ 53-14-3(D), 53-14-4(A)(4)) |
Parent owning at least 90% of every class may merge subsidiary into itself without either corporation's holder vote; mail plan to every subsidiary record holder and wait 30 days unless all waive. No express holding-company or tender route in article 14 (§ 53-14-5) |
Articles include plan, outstanding/class data, vote totals or survivor exception, and exchange-acquirer approval; authorized officer signs, original plus copy go to secretary of state, fee is $200-$1,000, and effect is delivery or plan date within 30 days (§§ 53-2-1, 53-14-4, 53-14-6) |
No express plan-amendment procedure stated; after holder approval, abandonment is allowed before filing only as the plan provides. Secretary returns certificate with file-stamped articles; short-form mailing and waiver facts appear in filed articles (§§ 53-14-3(C), 53-14-4 to -5) |
Merger/consolidation holders and the corporation whose shares are acquired may dissent; survivor holders lack rights when their vote is unnecessary. Demand and appraisal steps remain separate; approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law (§§ 53-15-3 to -4) |
| New York verified 2026-08-26 | N.Y. Bus. Corp. Law art. 9; domestic business corporations; merger or consolidation of constituents into a survivor/new corporation (§§ 901-.902), and binding acquisition of all outstanding shares of one or more classes of a subject corporation by an acquiring corporation (§ 913). Ordinary private route is separate from foreign, cross-entity, nonprofit, professional, benefit, regulated, asset-sale, and contested-control provisions |
Each merger board adopts a plan naming constituents/former names and survivor, capitalization and voting classes/series, terms, share conversion into survivor shares/bonds/securities or cash/other consideration, survivor-certificate changes or consolidation certificate, and desired provisions (§ 902). Both exchange boards adopt a plan naming acquirer/subject, capitalization/votes, exchange consideration, and desired provisions (§ 913(b)) |
Each constituent board adopts the merger/consolidation plan and submits it to shareholders (§§ 902-.903). Both acquiring and subject boards adopt a binding share-exchange plan; only the subject board submits it to holders (§ 913(b)-(c)). These provisions state no ordinary declare-advisable, recommendation, no-recommendation explanation, or board-condition formula |
Merger/exchange notice goes to every record holder, voting or nonvoting, with plan or material-feature outline; the general meeting rule gives voting holders 10-60 days, or 24-60 by third-class mail, plus appraisal materials when applicable (§§ 605, 903, 913). Written consent is unanimous unless certificate authorizes meeting-minimum votes; sufficient consents arrive within 60 days and prompt notice goes to nonconsenters (§ 615) |
Merger approval uses a majority of votes of shares entitled for post-statutory-date corporations and qualifying existing corporations with express certificate language; other existing corporations use 2/3 of all outstanding shares entitled. Subject-exchange approval uses the corresponding legacy split stated in § 913. Amendment-equivalent survivor/acquirer provisions can require a majority of all outstanding shares of an affected class or series in addition (§§ 903(a)(2), 913(c)(2)); certificate may set an exchange threshold no lower than majority |
Article 9 states no ordinary surviving-constituent shareholder exception; each merger constituent votes unless a specialized route applies. Acquiring-corporation shareholders do not vote merely because it acquires in a § 913 exchange; the subject corporation votes. When no shareholders of record exist, § 615(e) permits action by accepted subscribers or, if none, the incorporator(s) |
Parent owning at least 90% of every outstanding class may merge a subsidiary into itself without any corporation's shareholder authorization, or merge into a subsidiary with parent-holder approval; minority subsidiary holders receive plan/outline and ordinarily a 30-day prefiling interval (§ 905). An acquirer owning at least 90% of outstanding common shares with full voting rights may exchange the remainder without holder authorization, after plan/outline and 30-day interval (§ 913(g)). No separate ordinary holding-company or offer-followed-by-merger shortcut is stated in §§ 901-.913 |
Certificate signed for each merger constituent states plan names/capitalization/survivor changes, delayed date, original formation filing dates, and authorization; exchange certificate signed for both entities adds acquired shares and consideration (§§ 904, 913(d)). Officer/director/attorney-in-fact/authorized person signs with capacity (§ 104). Deliver filer-drafted certificate and $60 fee to Department of State; effect on filing or stated date within 30 days (§§ 104, 906, 913(e)) |
Sections 902-904 and 913 do not state a general post-approval plan-amendment method; plans may contain other desired provisions. Merger or exchange may be abandoned after holder authorization and before certificate filing only under an abandonment provision in the plan (§§ 903(b), 913(c)(2)). Keep complete account books, shareholder/board/executive-committee minutes, and current holder names, addresses, classes, shares, and record dates (§ 624) |
Section 910 payment rights depend on voting/assent, transaction, surviving-share changes, exchange-listing status, subject-share acquisition, § 905 or § 913(g), and certain nonvoting cash/other-consideration facts; § 623 controls preservation and procedure. Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, employee, industry, or regulatory law |
| North Carolina verified 2026-08-26 | North Carolina Business Corporation Act, Chapter 55, Article 11. Merger combines one or more corporations into a survivor; statutory share exchange acquires all outstanding shares of one or more classes or series (§§ 55-11-01 to -02). Ordinary domestic private-corporation scope excludes nonprofit, foreign-law, unincorporated-entity, conversion, asset-sale, regulated, and Articles 9/9A interested-shareholder routes except where an Article 11 boundary requires mention |
Merger plan names each party and survivor, states terms, and provides share conversion into shares, obligations, other securities, cash/property, or cancellation; it may amend survivor articles and add other provisions. Exchange plan names acquired/acquirer, terms, and share exchange treatment. Other than party names and merger survivor-article amendments, provisions may depend on objectively ascertainable outside facts whose operation is stated (§§ 55-11-01 to -02) |
Each merger-party board and both share-exchange boards adopt the plan; each merger-party board and the acquired corporation's board submit it when holders must act. The board recommends approval or tender unless conflict/special circumstances or § 55-8-26 supports no current recommendation, then communicates the basis. It may condition submission on any basis (§ 55-11-03(a)-(c)); this does not establish fiduciary fairness |
Every holder, voting or nonvoting, receives 10-60 days' meeting notice stating the merger/exchange purpose and containing the plan or summary (§§ 55-7-05, 55-11-03(d)). Unanimous consent is universal; for a nonpublic corporation, minimum-vote consent requires articles authorization if incorporated before October 1, 2023, but is available unless articles prohibit if incorporated on/after that date. Consents collect within 60 days; absent contrary articles, nonconsenters receive 10-day pre-action materials and qualifying holders receive post-action notice within 10 days (§ 55-7-04) |
Each separate voting group ordinarily needs a majority of all votes entitled to be cast; Chapter 55, articles, shareholder-adopted bylaw, or board condition may require more. Merger groups include amendment-equivalent groups except when their consideration is solely cash; each acquired exchange class/series is separate. A holder who gains personal liability solely through survivor shares must individually vote or consent (§ 55-11-03(e)-(f)) |
Unless articles require otherwise, survivor holders need no merger vote when articles change only as § 55-10-02 permits, every holder retains the same shares and rights, and post-merger outstanding plus issuable voting shares and participating shares each stay within 120% of their respective pre-merger totals (§ 55-11-03(g)-(h)). Ordinary exchange approval is submitted to acquired holders, not acquirer holders; Article 11 states no separate no-outstanding-shares route |
A 90%-voting-power parent may use § 55-11-04 subject to charter, amendment, foreign-law, and Article 9 limits, with subsidiary notice within 10 days after effect. Section 55-11-03(j) removes a vote after a plan-authorized any-and-all offer open ≥10 days, purchase of tendered shares, normal-threshold ownership, follow-on merger/exchange, and same consideration. Section 55-11-20 allows a board-only domestic holding-company merger with a wholly owned subsidiary when identical-share, entity, organic-document, ownership, director, tax, certification, and protective-governance conditions hold; Article 13 does not apply |
Survivor/acquirer files $50 Articles with the Secretary of State naming parties/jurisdictions, survivor or acquired/acquirer, foreign mailing commitment when needed, survivor amendments, and due-approval recitals (§§ 55-1-22, 55-11-05). Board chair, president, or another officer signs; general filing needs name/capacity and no seal, attestation, acknowledgment, verification, or proof (§§ 55-1-20, 55D-10). Effect is filing or a stated time/date through day 90 (§ 55D-13; BE-15/B-14). If North Carolina real-property title vests by merger, register the Secretary's certificate in each land county (§§ 55-11-05(c), 47-18.1) |
After authorization but before Articles become effective, the plan may be amended as it provides or abandoned subject to contract rights under the plan or, if silent, by board determination without further holder action (§ 55-11-03(i)). If a post-filing amendment makes an Articles statement incorrect, file a correcting amendment before effect; post-filing abandonment also requires an amendment before effect (§ 55-11-05(a1)). Article 11 states no separate mandatory reapproval list. Maintain governing documents, three years of general shareholder communications, meeting/action records, three years of financial statements, accounting records, and the current shareholder record (§ 55-16-01) |
Appraisal may attach to an approval-required or § 55-11-03(j) merger, a § 55-11-04 subsidiary merger, or exchanged acquired shares, but not merger shares remaining outstanding; market, consideration, interested-transaction, and preferred-share article limits apply (§ 55-13-02). Notice states rights are, are not, or may be available and may require Article 13 and financials (§ 55-13-20); § 55-11-20 excludes appraisal. Merger vests property/liabilities in the survivor (§ 55-11-06), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| North Dakota verified 2026-08-27 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1, §§ 10-19.1-96 to -103; domestic corporation may merge with domestic/foreign organizations or acquire/be acquired through an exchange of all ownership interests of one or more classes/series; distinguishes constituent, survivor, acquirer, parent, subsidiary, holding company, and other organization |
Plan names corporation, every constituent, survivor/acquirer; states terms; converts/exchanges interests into securities of survivor/acquirer/another organization, money, or property; states survivor-originating-record amendments; permits desired provisions. Negotiated acquisitions outside statutory exchange remain possible (§ 10-19.1-97) |
Each domestic board approves the plan by § 10-19.1-46's greater-of board vote before holder submission. Section 10-19.1-98 states no ordinary declare-advisable, recommendation, conflict-explanation, or conditioning formula; § 10-19.1-74.1 permits contractual submission after the board no longer finds a matter advisable and recommends rejection |
When any class/series votes, every owner receives 14-60 days' written notice stating merger/exchange purpose and including plan or short description. Default consent is unanimous; articles may authorize meeting-equivalent voting power but never below majority of all entitled, after unanimous article authorization, with 5-day notice to nonconsenters (§§ 10-19.1-75, -98) |
Ordinary approval is majority of voting power of all ownership interests entitled. Amendment-equivalent groups and each exchange-included class/series vote separately, but no separate group vote applies when all interests are canceled/exchanged and fair-value rights are or would be available. Articles may preserve legacy two-thirds only through the historical § 10-19.1-05 mechanism (§ 10-19.1-98) |
Merger survivor avoids vote if no article amendment, identical continuing interests, and issued/issuable voting power and participating interests each rise no more than 20%. Exchange acquirer default under § 10-19.1-19(2)(t)-(u) turns on the same two 20% increases and may be modified by articles/control agreement. No standalone no-issued-shares exception appears in §§ 10-19.1-96 to -103 |
Parent owning ≥90% of each otherwise voting class/series may merge parent/subsidiaries without owner vote, subject to restored parent approval if survivor conditions fail or parent disappears, 10-day plan notice to subsidiary minorities, special articles, and dissent boundaries (§ 10-19.1-100). Section 10-19.1-100.1 has an eleven-condition Delaware-style holding-company reorganization. No offer-followed-by-merger route appears in §§ 10-19.1-96 to -103 |
Ordinary merger articles contain plan and each constituent approval recital, are signed for each constituent by an authorized person, and filed with Secretary of State; SOS issues certificate with effective date. Fee $50; filing/later specified date subject to general ≤90-day delayed filing. Exchange instead is effective on plan-stated date; §§ 10-19.1-99 and -102 state no ordinary articles-of-exchange filing (§§ 10-19.1-01(58), -99, -102, -147, -148.1) |
Sections 10-19.1-96 to -103 state no express plan-amendment procedure. Before effect, abandonment may follow majority owner action, governing-body action when owners do not vote, foreign law, plan terms, or the prefiling governing-body route subject to contracts; filed merger needs $50 abandonment articles and certificate surrender if issued. Keep shareholder/board proceedings for 3 years (§§ 10-19.1-84, -101, -147) |
Dissent generally covers constituent mergers and acquired-company exchanges, excludes § 10-19.1-100.1 holding reorganizations, has survivor/nonexchanged and listed-market exceptions, and supplies meeting and postapproval notice/demand rules; § 10-19.1-100 gives minority domestic subsidiaries special rights. Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law (§§ 10-19.1-87 to -88) |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. §§ 1081-1091; ordinary domestic stock corporation. Section 1081 covers mergers/consolidations; § 1090.1 separately covers acquisition of all or part of another corporation's outstanding shares |
Merger agreement states terms, mode, survivor-certificate changes or consolidation charter, share conversion/cancellation, cash/property/rights/ securities, fractional treatment, and optional outside facts (§ 1081(B)). Acquisition agreement names parties, states terms, exchange basis, certificate changes, and other advisable provisions (§ 1090.1(B)) |
Each merger board resolves to approve and declare the agreement advisable; each acquisition board adopts its agreement. Current law states no ordinary recommendation requirement. Enacted November 1, 2026 law permits substantially-final approval, pre-effective ratification, and continued submission after the board changes its recommendation (§§ 1081(B), 1090.1(A), 2026 O.S.L. ch. 304) |
Mail every voting and nonvoting holder at least 20 days before the meeting, stating the merger purpose and including the agreement or summary. Meeting- equivalent written/electronic consent is available unless the certificate provides otherwise; less-than-unanimous action requires prompt nonconsenter notice (§§ 1081(C), 1073, 1090.1(C)) |
Merger: majority of all outstanding stock entitled to vote for each required corporation; nonvoters receive notice but no blanket merger vote under § 1081. Acquisition: each corporation whose shares are acquired or whose certificate changes votes, and every acquired class votes separately even if otherwise nonvoting (§§ 1081(C), 1090.1(C), (E)) |
Survivor vote excused if no certificate change, continuing shares are identical, and common-stock issuance plus convertibles stays at or below 20% of premerger outstanding common stock. Any constituent with no issued shares before board approval needs no vote. An acquisition-board vote does not send the acquiring corporation to shareholders unless its certificate changes (§§ 1081(F), 1090.1(C)) |
A corporation owning at least 90% of every otherwise-voting subsidiary class may use a certificate of ownership and merger, subject to parent-holder vote if the parent does not survive and minority appraisal. Section 1081(G) has a detailed wholly-owned holding-company route; § 1081(H)'s offer-followed-by- merger route is limited to exchange-listed or over-2,000-holder stock (§§ 1081(G)-(H), 1083) |
File the executed agreement or a certificate stating party jurisdictions, approval, survivor/acquirer, certificate changes, agreement location, and free-copy availability. An authorized officer ordinarily signs and the filing goes to the Secretary of State; effect is on filing or a stated time no later than day 90 (§§ 1007, 1081(C), 1090.1(C)) |
A merger agreement may authorize board termination or amendment before effectiveness; after shareholder approval, consideration, survivor-charter, and adversely affecting changes are barred, and postfiling changes require a certificate. Acquisition termination/amendment authority ends at filing. The filed certificate identifies where the agreement is kept and promises a free shareholder copy (§§ 1081(C)-(D), 1090.1(C)-(D)) |
Section 1091 conditionally covers merger/consolidation and statutory share- acquisition holders, with exchange-list/2,000-holder, consideration, survivor- no-vote, 90%-minority, notice, demand, vote, consent, and timing boundaries. Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law (§ 1091) |
| Oregon verified 2026-08-26 | Oregon Business Corporation Act, ORS §§ 60.470-.501; mergers may include corporations and permitted business entities, while a share exchange acquires all shares of one or more classes or series of another corporation (§§ 60.481, 60.484) |
Merger plan: party and survivor names/types, material terms, conversion of ownership interests into interests, obligations, cash, or property, and any noncorporate-party information; optional survivor-article amendments and other provisions. Exchange plan: acquired/acquiring names, material terms, and exchange basis (§§ 60.481-.484) |
Relevant boards adopt the plan; each merger-party board and the acquired corporation's board directs shareholder submission when required. General board default is quorum plus majority of directors present; submission may be conditioned on any basis. No transaction-specific advisability or recommendation requirement (§§ 60.351, 60.484, 60.487(1)-(3)) |
Notice to every shareholder 10-60 days before the meeting, stating the plan purpose and containing or accompanying the plan or summary. Written action is unanimous unless the articles authorize the meeting-equivalent minimum; nonvoter and nonconsenter notices then follow § 60.211 (§§ 60.211, 60.214, 60.487(4)) |
Each separately entitled voting group approves by a majority of all votes entitled to be cast, subject to a greater statutory, article, or board-set condition. Amendment-equivalent merger groups vote separately subject to two exceptions; each exchanged class or series is a separate group (§ 60.487(5)- (6)) |
Survivor vote excused only if articles change no further than board-only amendments, continuing holders retain identical shares, and both voting-share and participating-share post-merger totals stay within separate 20% ceilings. Exchange shareholder submission is by the acquired corporation; no standalone no-outstanding-shares route appears in §§ 60.481-.494 (§ 60.487(1), (7)-(8)) |
Parent owning at least 90% of every subsidiary class may merge subsidiary into parent or parent into subsidiary without either shareholder vote; board-plan, survivor-article, same-percentage/right, and post-effective 10-day notice and mailing rules vary by direction. No separate holding-company or offer-followed- by-merger route in §§ 60.470-.501 (§ 60.491) |
Survivor/acquirer files Articles of Merger or Share Exchange naming the parties and survivor/acquirer, plus the plan or an office-address/free-copy declaration and approval declarations. Chair, president, other officer, authorized agent, or other listed person signs under the filing rule; effect is on filing or a stated time/date, with delay capped at 90 days, and no earlier than another entity statute requires (§§ 60.004, 60.011, 60.494) |
No transaction-specific general plan-amendment rule in §§ 60.481-.494. Authorized plan may be abandoned before articles are filed, subject to contract rights, under its procedure or the board's chosen procedure; permanent meeting and consent records remain required (§§ 60.487(9)-(10), 60.771) |
Dissent may attach to a qualifying voted merger, 90%-subsidiary merger, or acquired-corporation exchange; national-exchange shares are excluded unless articles restore rights. Meeting notice must state possible rights and include ORS §§ 60.551-.594. Approval and filing do not decide tax, securities, antitrust, fiduciary, creditor, or regulatory compliance (§§ 60.554, 60.561) |
| Pennsylvania verified 2026-08-26 | 15 Pa.C.S. ch. 3 Entity Transactions Law; merger of one or more domestic entities with domestic or foreign associations into a survivor (§ 331), and acquisition of all issued and outstanding interests of one or more classes/series in an interest exchange (§ 341). Ordinary private-business-corporation scope excludes regulated, nonprofit, professional, benefit, foreign-law, conversion, division, and contested-control work |
Record-form merger plan states each party's name/jurisdiction/type, created survivor if any, conversion or cancellation into interests/securities/obligations/money/property/acquisition rights, survivor organic-record/rule changes, special treatment, other terms, and required provisions (§ 332). Interest-exchange plan similarly states acquired/acquiring entities, exchange/cancellation, acquired-entity organic changes, special treatment, and terms (§ 342); external facts permitted if operation is specified (§ 316(c)) |
Unless unanimous-holder approval makes board action unnecessary under §§ 321(a), 330, each business-corporation board adopts a resolution approving the plan and directs shareholder submission when required; for a § 321(f) offer it recommends tender. A record-form agreement may require submission even if the board later finds the plan no longer advisable and recommends rejection (§ 320) |
Every record shareholder, voting or nonvoting, receives record-form notice with plan/summary, special-treatment notice, applicable dissent text, and free-copy statement (§ 321(b)); voting holders receive at least 10 days' meeting notice (§ 1704). Consent is unanimous unless bylaws permit meeting-minimum consent; Chapter 3 action then waits at least 10 days after full-content notice to nonconsenting voting holders (§ 1766). Unanimous holder vote/consent can satisfy Chapter 3 under § 330 |
Default is majority of votes cast by all entitled holders plus majority of votes cast in each class vote (§ 321(c)); shareholder-adopted bylaws may require more (§ 1757). Amendment-equivalent article changes trigger class voting. An express § 329 opt-in special-treatment plan can create affected-class/group votes or dissent rights; new interest-holder liability generally needs each affected holder's record-form approval (§§ 333(a)(2), 343(a)(2)) |
Merger shareholder approval may be unnecessary for a qualifying identical-articles/identical-shares/post-merger-majority continuity route, an 80%-owned corporation, or a corporation with no issued shares (§ 321(d)(1)); the subsidiary board/signature also drops out in the 80% route (§ 321(d)(3)). Acquiring-association holders ordinarily do not approve an interest exchange (§ 343(c)) |
Section 321(d) supplies the 80%-owned-subsidiary route and an exact indirect wholly owned holding-company reorganization with identical-equity, organic-document, ownership, director, and tax-determination conditions. Section 321(f) supplies an offer-followed merger/interest-exchange route only for a registered corporation unless its articles opt out; that public-company route is outside this ordinary-private scope |
Merger statement signed by each merging association states party/survivor identity, addresses, delayed time, approval route, and survivor organic-record changes/attachments (§ 335); interest-exchange statement signed by acquired association states acquired/acquiring identity, delayed time, approval, and acquired-record amendments (§ 345). Department filing is effective on delivery or a stated later date/time without stated maximum (§ 136(c)). Fee is $70 for either statement plus $40 per merger party (§ 153; two-party merger minimum $150) |
Each party consents to amendment/abandonment unless plan provides otherwise; absent a plan method, amend as originally approved. Entitled holders reapprove consideration, material organic-rule/record, liability, or material-adverse changes; pre-effectiveness abandonment follows plan or original approval route, and post-delivery abandonment requires a filed statement (§§ 334, 344, 141). Keep complete account books, incorporator/shareholder/director minutes, and share register (§ 1508) |
Merging-corporation and acquired-corporation shareholders have transaction-specific dissenters rights under §§ 333(d), 343(d), and ch. 15 subch. D, subject to no-right continuity/holding routes, exchange-listing or over-2,000-holder exclusions, preferred/special and special-treatment exceptions, and strict procedure (§ 1571). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, labor, industry, foreign, or regulatory law; tax clearance is fact-specific under § 139 |
| Rhode Island verified 2026-08-27 | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2, pt. 10; domestic corporations may merge into an existing or new corporation (§ 7-1.2-1001). Current Act has no statutory share-exchange procedure; pt. 10 covers merger and conversion only |
Board-approved merger plan names constituents and survivor/new corporation, states terms, share conversion into survivor/other-corporation securities, obligations, cash or property, survivor-article amendments or new articles, and desired provisions (§ 7-1.2-1001) |
Each constituent board adopts a resolution approving the plan and directs shareholder submission (§§ 7-1.2-1001 to -1002). Part 10 states no ordinary declare-advisable, recommendation, conflict explanation, or board-set condition formula |
Written notice to every voting/nonvoting holder ≥20 days before meeting states merger purpose and includes plan/copy summary plus dissent statement and § 7-1.2-1202 copy/summary when rights exist. Unanimous written consent is available; less-than-unanimous consent expressly excluded for § 7-1.2-1002 mergers (§§ 7-1.2-707, -1002) |
Each corporation: majority of all shares entitled to vote on plan, plus majority of every class entitled to vote separately. Each survivor/merged class gets a class vote if a plan provision would trigger that class vote as an article amendment (§ 7-1.2-1002(b)) |
Survivor holder approval and notice excused if articles do not require them, plan makes no article amendment, issued/transferred shares and one-year convertibles/options/warrants possess no more than 20% of postmerger director-election voting power, and predeal holders retain identical shares (§ 7-1.2-1002(c)). No statutory share-exchange acquirer exception |
Parent owning ≥90% of every outstanding class may merge subsidiary into itself without either corporation's shareholder vote; parent board approves plan, mails it to subsidiary holders, and waits 30 days or obtains all-holder waiver before filing (§ 7-1.2-1004). No holding-company, tender-follow-on, or statutory share-exchange route in current pt. 10 |
Articles contain the plan and any later effective date; each constituent authorized representative signs, survivor/new corporation receives SOS certificate. Current Form 610 requires attached plan/all-entity signatures, paper filing, $100 business-corporation fee, and later date within 90 days; statute effects merger on certificate or plan-stated later date (§§ 7-1.2-1003, -1005) |
Part 10 states no express plan-amendment procedure. After approval and before articles filing, abandon only under plan provisions (§§ 7-1.2-1002(d), -1006(c)); no stated postfiling abandonment route. Keep complete shareholder/board/committee minutes and records (§ 7-1.2-1502) |
Dissent rights generally attach to filed merger unless survivor vote was excused under § 7-1.2-1002 or parent route § 7-1.2-1004; market-out and objection/vote/demand rules apply (§§ 7-1.2-1201 to -1202). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| South Carolina verified 2026-08-26 | S.C. Code §§ 33-11-101 to -108; business corporation may merge with domestic/foreign corporations, nonprofit, LLC, partnership, or limited partnership as authorized; share exchange acquires all outstanding shares of one or more classes/series |
Merger plan: parties, survivor, terms, conversion into shares/obligations/securities/membership interests, cash or property, survivor-document amendments, and other provisions. Exchange plan: acquired/acquirer names, terms, and exchange basis (§§ 33-11-101 to -102) |
Each relevant board adopts; must recommend unless conflict or special circumstances support no recommendation and basis is communicated with plan; board may condition submission on any basis (§ 33-11-103(a)-(c)) |
Every shareholder, voting or not, gets 10-60 day notice stating purpose with plan/copy or summary, each participant's two prior year-end balance sheets, and three years of income statements. Written action is unanimous; nonvoters get same materials 10 days before (§§ 33-7-104 to -105, 33-11-103(d)) |
Default two-thirds of all votes entitled plus two-thirds within each separate group; articles may set lower/higher but each group floor is majority. Separate group for amendment-equivalent merger terms and each exchange-included class/series (§ 33-11-103(e)-(g)) |
Survivor vote excused only with board-only article changes, identical continuing shares, and both voting-share and participating-share totals plus merger-issuable shares within 20%. Exchange acquirer not submitted under § 33-11-103(a) |
90%-of-each-class subsidiary-into-parent route needs neither parent nor subsidiary vote and, for private corporation, waits 30 days after plan mailing; parent-into-subsidiary route requires parent vote, subsidiary-holder mailing, and 30-day wait. No express holding-company or tender-offer route (§§ 33-11-104, -108) |
Survivor/acquirer files Articles containing full plan, no-vote statement or voting-group shares/votes, and approval result; chair, president, or another officer signs, notarization optional. Effective filing-time or stated time/date, delayed no more than 90 days (§§ 33-1-200, -230; 33-11-105) |
No separate general plan-amendment rule; after authorization but before Articles filing, abandon under plan or board-determined route without further holder action, subject to contract rights. Chapter 11 states no post-filing abandonment route; Secretary-returned filed copy is a permanent corporate record (§§ 33-11-103(j), 33-1-250(b)) |
Dissent rights cover vote-required mergers, both 90%-parent directions as specified, and voting acquired-company shares; national-exchange/national-market shares have a categorical statutory market-out. Meeting notice carries Chapter 13; no-vote action triggers written notice (§§ 33-13-102, -200) |
| South Dakota verified 2026-08-27 | SDCL ch. 47-1A, §§ 47-1A-1101 to -1108; domestic business corporations may merge with corporations/eligible entities or use a statutory share exchange for all shares of one or more classes/series; distinguishes party, survivor, acquiring corporation, acquired corporation, parent, and subsidiary |
Merger plan names parties/survivor, terms, share/interest conversion into securities/interests/obligations/rights/cash/property, survivor/new organic documents, and governing-law terms. Exchange plan names acquired/acquiring entities and exchange terms. Objective outside facts permitted under §§ 47-1A-120.1 to -120.3 (§§ 47-1A-1102.3, -1103.3) |
Each domestic party's board adopts and submits the plan, recommends approval, or explains conflicts/special circumstances supporting no recommendation. Board may condition submission on any basis (§ 47-1A-1104(1)-(3)) |
Transaction notice goes to every voting/nonvoting holder, states plan consideration, and includes plan plus existing/new survivor organic documents; general timing is 10-60 days. Written action requires every entitled holder, filing with minutes/records, and is revocable until all unrevoked consents arrive (§§ 47-1A-704, -705, -1104(4)) |
Default meeting quorum is majority of votes entitled for the corporation and each separate group; with quorum, votes cast for must exceed votes cast against. Converted merger classes, exchanged classes, amendment-equivalent groups, and article-created groups vote separately; articles or board condition may require more (§§ 47-1A-725, -1104(5)-(6)) |
Unless articles opt out, survivor or share-exchange acquirer avoids its own vote if it survives/acquires, articles have no disallowed change, pretransaction holders keep identical shares, and issuance avoids § 47-1A-621.1's noncash and >20%-voting-power trigger. No standalone no-issued-shares exception appears in current §§ 47-1A-1101 to -1108; new owner liability needs each affected holder's separate written consent (§ 47-1A-1104(7)-(8)) |
Domestic parent holding at least 90% voting power of every voting class/series may merge subsidiary into itself/another such subsidiary or itself into subsidiary without subsidiary board or holder approval; post-effect notice to each subsidiary holder within 10 days. Parent and other steps remain governed generally. No separate holding-company or offer-followed-by-merger route appears in current §§ 47-1A-1101 to -1108 (§§ 47-1A-1105 to -1105.2) |
Articles executed for each party by officer/authorized representative state party names, survivor/new article changes, holder/separate-group approval or no-vote statement, and foreign/eligible-entity authorization; survivor/acquirer files with Secretary of State. Current fee $60; effect on filing, stated same-day time, or delayed date/time ≤90 days (§§ 47-1A-1106, -120, -123 to -123.1) |
Plan may authorize prefiling amendment; after holder approval it may not change consideration, survivor organic terms (except permitted changes), or materially adverse terms. Before effect, a domestic party may abandon under plan/default board procedure without holder action, subject to contracts; postfiling abandonment statement required. Permanently retain meeting and no-meeting board/holder records (§§ 47-1A-1102.4, -1103.4, -1108, -1601) |
Appraisal conditionally covers approval-required mergers for entitled voters, parent-subsidiary mergers, and acquired-corporation exchanged shares, with continuing-share, market, consideration, interested-person, and preferred-share limits; meeting notice states availability and supplies statutes when applicable (§§ 47-1A-1302 to -1302.3, -1320 to -1321). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| Tennessee verified 2026-08-26 | Tennessee Business Corporation Act; merger or share exchange among corporations and eligible entities (Tenn. Code Ann. §§ 48-21-101 to -103) |
Plan names parties and survivor/acquirer, states terms, conversion or exchange basis and consideration, and required governing-document provisions (§§ 48-21-102(c), -103(c)) |
Each domestic party's board adopts; ordinarily submits and recommends, or explains conflicts/special circumstances; submission may be conditioned (§ 48-21-104(1)-(3)) |
Meeting notice to every holder with plan/summary and survivor/new-entity documents; unanimous consent, or charter-authorized meeting-minimum consent with notices (§§ 48-21-104(4), 48-17-104) |
Majority of all votes entitled per voting group; merger groups follow amendment-equivalent or charter/agreement rights; each exchanged class/series votes separately (§ 48-21-104(5)-(6)) |
Survivor/acquirer vote excused only if charter permits and no-change, identical-share, voting-power 20%, and participating-share 20% tests all hold (§ 48-21-104(7)) |
90%-of-each-voting-class/series parent route; subsidiary vote excused, parent vote also excused if parent survives, with post-effect notice (§ 48-21-105) |
Each party's officer/authorized representative executes Articles; file with Secretary; effective on filing or later plan date (§§ 48-21-107 to -108) |
Merger-plan amendment limits after holder approval; either transaction may be abandoned before effect under plan procedure or governing-body action; filed Articles require a filed abandonment statement (§§ 48-21-102(f), -106) |
Chapter 23 dissenters' rights and notices may apply; approval/filing does not resolve fairness, tax, securities, antitrust, fiduciary, creditor, contract, or regulatory issues (§§ 48-23-102, -201) |
| Texas verified 2026-08-26 | Tex. Bus. Orgs. Code Chapters 3, 4, 6, 10, and 21; domestic for-profit corporation; merger parties and survivor/new organizations, or an interest exchange acquiring all outstanding interests of one or more classes/series; owner-liability consent and non-code-organization law remain separate (§§ 10.001, 10.051) |
Written merger plan identifies parties, survivors/new entities, forms/jurisdictions, conversion/exchange/cancellation/continued interests, cash/securities/rights/property or combinations, and new-entity documents; exchange plan adds acquired/acquiring organizations, interests acquired, terms, and consideration. Same-class differential treatment and outside facts must be stated; disclosure schedules are outside the plan unless incorporated (§§ 10.002, 10.052) |
Each merger constituent board approves and recommends, or submits without recommendation and communicates its reason; it may condition submission and later recommend against (§ 21.452). The acquired corporation's board follows the parallel exchange rule (§ 21.454). Governing authorities may approve a final or substantially final document and ratify it before filing effectiveness (§ 3.106) |
Meeting notice goes to every shareholder, voting or nonvoting, at least 21 days before, states the transaction purpose, includes the plan or summary, and carries § 10.355 appraisal information (§ 21.456). Unanimous consent works by default; less-than-unanimous meeting-equivalent consent requires certificate authorization, dated consents completed within 60 days, prompt nonconsenter notice, and the appraisal-consent notices (§§ 6.201-.205, 10.355) |
Unless the Code or a valid certificate provision changes it, approval requires at least 2/3 of all outstanding shares entitled to vote plus 2/3 of each entitled class/series. Separate voting applies to a converted/exchanged class or series, an amendment-equivalent plan term, a certificate-granted vote, or an exchanged class/series; otherwise nonvoting shares receive notice but no general vote (§§ 21.457-.458) |
Survivor vote excused only if it is sole survivor, its certificate and each holder's shares/rights stay unchanged, and both post-merger voting power and participating-share totals (including specified convertibles/exercisables) rise no more than 20%; certificate may require a vote (§ 21.459(a)). The acquired corporation votes on an exchange; an acquiring corporation takes only other Code/document-required action (§§ 10.051, 21.454). No separate no-outstanding-shares exception appears in §§ 21.452-.459 |
Detailed holding-company merger may proceed without owner approval if § 10.005's same-form, wholly-owned, identical-rights/documents, governing-person, tax, and resolution conditions all hold. A parent owning at least 90% of every class/series uses § 10.006; no subsidiary action is required, but nonsurviving-parent approval follows the ordinary route and surviving parent acts by governing-authority resolution. Section 21.459(c)-(f) is a separate listed/2,000-holder offer-followed-by-merger route |
File a certificate of merger/exchange with the Secretary of State; an officer/authorized representative signs for each party. Attach the plan or state parties/forms/jurisdictions, formation changes/new entities, plan locations and free-copy promise, no-owner-vote status, and approval; special short-form contents apply. Effect occurs on acceptance unless a stated date/time or future event complies with the 90-day rules and event statement (§§ 4.051-.055, 10.007, 10.054, 10.151-.153) |
No standalone ordinary amendment procedure appears in the surveyed merger/exchange sections; representative provisions may restrict later amendment, and § 3.106 permits pre-effectiveness ratification. After approval but before effect, any domestic party may abandon without owner action under the plan or governing authority, subject to contract rights; after filing, all filing parties sign a certificate of abandonment. Keep account books, owner/governing-authority minutes, and ownership records (§§ 3.151, 4.057, 10.004, 10.053, 10.201-.203) |
Subchapter H appraisal rights depend on transaction, vote, class/series, listing/holder count, consideration, notice, objection, demand, and other procedural facts; short-form subsidiary and offer-merger branches differ (§§ 10.351, 10.354-.355, 21.460). Filing may be rejected for nonconformity or franchise-tax failure (§ 10.156). Approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, contract, or regulatory law |
| Utah verified 2026-10-01 | Chapter 1a now authorizes mergers and interest exchanges; Chapter 10a retains corporate approval and parent-merger rules (§§ 16-1a-702, -802; 16-10a-1103 to -1105). |
Merger plan names parties, survivor, conversion, organic-record changes and terms; exchange plan identifies acquired/acquiring entities and interest conversion (§§ 16-1a-703, -803). |
Board adopts and ordinarily recommends; conflict/special-circumstance nonrecommendation needs explanation. Merger approval follows organic law (§§ 16-10a-1103(1)-(3), 16-1a-704). |
Plan meeting notice includes purpose and plan/summary; ordinary notice is 10–60 days. Meeting-equivalent consents have a 60-day collection window and nonconsenter notice (§§ 16-10a-1103(4), -704, -705). |
Each required group ordinarily approves by majority of all votes entitled; amendment-equivalent merger groups and exchanged classes vote separately; acquired corporation uses merger-vote fallback (§§ 16-10a-1103(5)-(6), 16-1a-804). |
Survivor exception retains qualifying articles/shares and separate ≤20% voting/participating-share increases; acquiring exchange holders generally need no vote (§§ 16-10a-1103(7), 16-1a-804(3)). |
≥90%-owned subsidiary merges without its vote; minority plan mailing and 10-day/waiver timing apply. Parent-vote clause now cross-references § 16-1a-704 (§ 16-10a-1104). |
Chapter 1a requires party-signed merger statement or acquired-entity-signed exchange statement at Division, with ≤90-day delay; older § 16-10a-1105 articles text remains. |
Party consent generally needed for plan changes; consideration, organic-record, or materially adverse changes trigger renewed approval. Filed statement abandonment precedes effect; corporate action records are permanent (§§ 16-1a-705, -805; 16-10a-1601). |
Potential appraisal depends on organic law and exclusions; dissent-rights notice is distinct from meeting notice (§§ 16-1a-708, 16-10a-1302, -1320). |
| Vermont verified 2026-08-27 | Vermont Business Corporation Act, 11A V.S.A. §§ 11.08-.12; corporation may merge with other constituent organizations when each governing statute permits, and corporation may acquire all outstanding shares of one or more classes/series of another corporation by share exchange; distinguishes constituent, survivor, acquired/acquiring corporation, organization type, governing statute, and interest holder |
Plan must be in a record; merger names/types constituents and survivor, states terms and conversion into survivor interests and other consideration, and carries created/amended survivor organizational documents. Exchange names acquired/acquiring corporations and states terms and exchange into acquiring shares or other consideration (§§ 11.08-.09) |
Each constituent corporation's board recommends the plan unless conflict/special circumstances support no recommendation and the basis travels with the plan; entitled shareholders approve. Board may condition submission on any basis (§ 11.10(a)-(b)); § 11.09 separately requires both exchange boards to adopt |
Every voting/nonvoting holder receives 10-60 days' meeting notice stating plan purpose and carrying plan/copy or summary. Consent defaults unanimous unless articles specifically authorize majority of all shares entitled, with prior notice to each holder and prompt notice after nonunanimous action; electronic communications/records count as written (§§ 7.04-.05, 11.10(c)) |
Each separately entitled group approves by majority of all votes entitled unless statute, articles, or board condition requires more. Merger group vote is amendment-equivalent; every exchanged class/series is a separate group. Personal-liability change needs each affected holder unless organizational-document exception applies (§§ 11.10(c), 11.17) |
Merger survivor needs no holder action when articles stay unchanged except permitted amendments, existing holders keep identical shares, and postmerger issued/issuable voting and participating shares each rise no more than 20%. No comparable exchange-acquirer or no-issued-shares exception stated (§ 11.10(c)(4)-(5)) |
No express parent-subsidiary ownership, short-form, holding-company, or offer-followed-by-merger route in current §§ 11.08-.12; parent/subsidiary transactions use the ordinary plan, approval, and filing framework. Section 11.18 preserves lawful routes outside Chapter 11 and nonstatutory share acquisitions without creating one of these specialized procedures |
Appropriately authorized person signs for each constituent; articles state constituent/survivor names, types, jurisdictions, effective date, public organizational documents/amendments, approvals, and foreign service address when applicable. Each constituent delivers to Secretary of State; fee $95; effect is later of filing compliance and articles time, with delay no later than day 90 (§§ 1.22-.23, 11.11) |
After approval and before articles delivery, constituent may amend or abandon as plan provides or, unless plan prohibits, by same approval method; statute states no postdelivery abandonment filing (§ 11.10(d)). Permanent shareholder/board/committee minutes and actions; principal/registered office keeps shareholder minutes/consents and last 3 years' general communications (§ 16.01) |
Dissent generally follows a merger requiring holder approval for an entitled voter and acquired-corporation exchange for an entitled voter; current § 13.02 also names a subsidiary merged with parent under § 11.08. Meeting notice states rights and includes Chapter 13; no-vote action gets written notice (§§ 13.02, 13.20). Approval/filing does not resolve fairness or other legal regimes |
| Virginia verified 2026-08-26 | Virginia Stock Corporation Act, Title 13.1, Chapter 9, Article 12. Merger combines domestic/foreign corporations or eligible entities into a survivor; share exchange acquires all shares/interests of selected classes/series (§§ 13.1-716-.717). This cell covers ordinary domestic private stock corporations, not nonstock, professional, benefit, regulated, conversion, domestication, asset-sale, foreign-law, or contested-control routes |
Merger plan identifies parties/survivor, jurisdiction/type, terms, share and acquisition-right conversion into securities/interests/obligations/rights/cash/property, survivor article amendment/restatement, and other governing-law/document terms (§ 13.1-716). Exchange plan identifies acquired/acquirer, terms, share/right exchange basis, governing-law/document terms, and other lawful provisions (§ 13.1-717) |
Each participating board first adopts the plan, submits it when a vote is required, and recommends approval or tender unless conflicts or special circumstances support no recommendation; board informs holders of that basis and may condition shareholder approval or effectiveness (§ 13.1-718(A)-(B)) |
Every holder, voting or nonvoting, receives 25-60 days' meeting notice stating plan consideration and including plan/summary; specified merger notices also include survivor/new-entity articles and bylaws/organic rules (§§ 13.1-658, 13.1-718(C)). Unanimous written consent is always available; articles-authorized minimum-vote consent uses a 10-day form-hold trigger, 60-day collection window, required board action, electronic/future consent rules, and ≤10-day nonvoter/nonconsenter notices (§ 13.1-657) |
Default approval is more than two-thirds of all votes entitled to be cast by each voting group. Articles may require greater or lesser approval, but no lower than a majority of votes cast by each entitled group at a quorate meeting; board may require greater (§ 13.1-718(D)). Unless articles opt out, merger classes/series being converted/eliminated or amendment-equivalent groups, and every exchanged class/series, vote separately (§ 13.1-718(E)) |
Unless articles say otherwise, survivor or exchange-acquirer holders need no vote when it survives/acquires, articles remain unchanged except board-only amendments, each holder keeps the same number and rights, and post-transaction director-election voting shares plus issuables increase by ≤20% (§ 13.1-718(F)). If no shares have issued and articles do not say otherwise, board adopts/approves without holders (§ 13.1-718(I)). New interest-holder liability requires each affected holder's separate consent, subject to a narrow identical-liability exception (§ 13.1-718(J)) |
Parent with ≥90% voting power of each voting class/series may merge subsidiary into itself/another subsidiary or itself into subsidiary without subsidiary board/holders or domestic-parent holders unless governing documents say otherwise; notify subsidiary holders within 10 days after effect (§ 13.1-719). Section 13.1-719.1 has an indirect wholly owned holding-company route. Section 13.1-718(G) has an offer-followed route open ≥10 business days with threshold, purchase, and same-consideration conditions |
Articles include full plan, each domestic party's adoption/approval date, unanimous-consent or board-submission/holder-approval statement, no-vote reason, and foreign-law authorization; specialized routes add recitals (§ 13.1-720). Chair/vice-chair, president, or another officer signs with name/capacity (§ 13.1-604). Survivor/acquirer files with SCC; $25 plus possible charter fees (§ 13.1-616; SCC720). Certificate is effective on issuance or stated later Eastern time no later than 11:59 p.m. on day 15 after issuance (§ 13.1-606) |
Before effect, plan may be amended unless it says otherwise; after holder approval, renewed approval is required for consideration, survivor-article, or materially adverse changes (§§ 13.1-716(F), 13.1-717(G)). Pre-effective abandonment follows plan or board procedure, subject to contracts; post-filing requires all parties' signed statement before effective time (§ 13.1-721.1). Corporation permanently keeps meeting/action minutes; accounting/current-holder records continue, while specified holder minutes/actions and communications have three-year retention (§ 13.1-770) |
Appraisal may attach to approval-required or offer-route merger, 90% parent merger, and acquired share exchange, subject to surviving-share, market, consideration, interested-transaction, preferred-share, and governing-document limits (§ 13.1-730). Merger vests property/contracts and liabilities in survivor (§ 13.1-721), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor-priority, labor, industry, foreign, or other regulatory law |
| Washington verified 2026-08-26 | Washington Business Corporation Act, ch. 23B.11A RCW, effective since 2024; former ch. 23B.11 is repealed. Merger permits domestic corporations and eligible other entities to combine into a survivor; share exchange lets a domestic corporation acquire all shares of selected classes/series of another domestic corporation (§§ 23B.11A.010-.030). Ordinary private domestic business-corporation scope only |
Merger plan names each party and survivor with jurisdiction/type, states share/interest conversion or cancellation into securities/interests/obligations/rights/cash/property, and includes other governing-law or organic-document terms; it may amend/restated survivor organic records and use objectively ascertainable facts (§ 23B.11A.020). Exchange plan names acquired/acquirer and states the share-exchange basis and consideration (§ 23B.11A.030) |
Board of each domestic merger party and of the acquired corporation in a share exchange first approves; when holders act, board recommends approval or tender unless conflicts, special circumstances, or § 23B.08.245 support no recommendation, and must explain that basis. Board may condition holder approval or effectiveness (§ 23B.11A.040(1)-(3)). Acquirer's separate issuance/governing-document approvals remain transaction-specific |
Every holder, voting or nonvoting, receives 20-60 days' meeting notice stating plan consideration, with plan or material-terms/consideration summary and, when merging into another entity, its articles/bylaws or organic rules (§§ 23B.07.050, 23B.11A.040(4)). Unanimous written consent is always available; articles-authorized minimum-vote consent uses same materials, voting/nonvoting notices, electronic consent, withdrawal, and 60-day collection rules (§ 23B.07.040) |
Corporation formed before 8/1/2024: default 2/3 of all votes entitled overall and in each separate group; articles may vary but not below a majority of all entitled votes. Formed on/after 8/1/2024: majority of all entitled votes overall and per separate group unless articles/board require more (§ 23B.11A.040(5)). Converted/canceled merger classes, amendment-equivalent groups, and each exchanged class/series vote separately, subject to articles limitations and same-effect grouping (§ 23B.11A.041) |
Unless articles say otherwise, a merger survivor needs no holder vote if it survives, articles stay unchanged except board-only amendments, and every pre-merger holder keeps the same number of shares with identical rights (§ 23B.11A.040(6)); there is no 20% issuance test. Section 23B.11A.040 does not impose the acquired-entity plan vote on the exchange acquirer. New owner liability requires each affected holder's express written consent, subject to the stated identical-liability exception (§ 23B.11A.040(7)) |
Parent with ≥90% voting power of every outstanding voting class/series may merge subsidiary into itself/another ≥90%-owned subsidiary or itself into subsidiary without subsidiary board/holder approval; notify minority holders within 10 days after effect (§ 23B.11A.050). Section .045 has an any-and-all offer open ≥10 days, threshold, purchase, follow-on, and same-consideration route. Section .090 permits a qualifying wholly owned holding-company reorganization without parent-holder approval |
Merger Articles identify every party/survivor and jurisdiction/type, survivor organic-record amendments, and holder-approval or no-vote recitals; exchange Articles identify acquired/acquirer and required class/series approvals (§ 23B.11A.060). Each merger party signs except the subsidiary on the 90% route; acquired and acquirer sign exchange Articles. Chair, president, or another officer generally executes; file with Secretary of State. Filing or delayed effect ≤90 days; mixed-entity merger waits for later foreign effectiveness (§§ 23B.01.200, .230; 23.95.200, .210) |
Plan amendment needs each party's consent unless plan says otherwise; after holder approval, renewed approval covers consideration, survivor-organic-record, or materially adverse changes (§§ 23B.11A.020(7), .030(5)). Before effect, a domestic party may abandon without holders under plan or board procedure; post-delivery withdrawal is signed by all original signers (§ 23B.11A.080). Permanently keep meeting and consent records; keep specified holder minutes/consents and general communications at principal office for 3 years (§ 23B.16.010) |
Dissenters' rights may attach to an approval-required or offer-route merger, a 90%-parent merger, and acquired shares in an exchange, subject to continuing-share and other ch. 23B.13 limits (§ 23B.13.020). Meeting notice, offer, or consent must flag possible rights and include the chapter (§ 23B.13.200); pre-vote/tender/consent conduct matters (§ 23B.13.210). Merger succession transfers property/contracts and liabilities (§ 23B.11A.070), but approval/filing does not establish fairness or satisfy tax, securities, antitrust, fiduciary, creditor, labor, industry, foreign, or other regulatory law |
| West Virginia verified 2026-08-26 | W. Va. Business Corporation Act art. 31D-11; domestic corporation may merge with domestic/foreign corporations or other entities, or acquire/be acquired as to all of one or more share/interest classes or series (§§ 31D-11-1101 to -1103) |
Plan names parties and survivor/acquirer, states terms, share/interest treatment into securities/interests/obligations/rights/cash/property, and merger organic documents; objectively ascertainable outside facts allowed (§§ 31D-11-1102 to -1103) |
Each domestic corporation party's board adopts and ordinarily submits with an approval recommendation; conflict/special circumstances allow no recommendation if the basis is transmitted; submission may be conditioned (§ 31D-11-1104(1)-(3)) |
Meeting notice 10-60 days before to every voting/nonvoting shareholder, with purpose, plan/summary, and merger survivor/new-entity organic materials. Written action requires unanimous voting-holder consent within 60 days and 10-day advance notice/materials to nonvoters (§§ 31D-7-704 to -705; 31D-11-1104(4)) |
Majority-entitled quorum; votes cast for exceed votes cast against under general rule. Converted merger groups, amendment-equivalent groups, every exchanged class/series, and charter groups vote separately; a merger holder made personally liable separately consents (§§ 31D-7-725; 31D-11-1104(5)-(6), (8)) |
Survivor or share-exchange acquirer no-vote only if articles have no disqualifying change, existing shares continue identically, and issuance does not trigger the noncash-over-20% vote; no distinct no-issued-shares exception stated (§§ 31D-6-621(f); 31D-11-1104(7)) |
90%-voting-power-of-each-class/series parent may merge subsidiary into parent/another subsidiary or parent into subsidiary without subsidiary board/holder approval, then notify subsidiary holders within 10 days after effect. No express holding-company or offer-followed route in art. 31D-11 (§ 31D-11-1105) |
Each party executes articles through an officer/authorized representative; survivor/acquirer files party, date, organic-amendment, approval/no-vote, and foreign/other-entity authorization recitals. Statute says effect on certificate of merger issuance; domestic merger fee $25 for first two plus $15 each extra (§§ 31D-11-1106; 59-1-2(a)(1)) |
Plan may authorize pre-filing amendment, but post-holder approval cannot change consideration, merger survivor organic terms beyond permitted amendments, or materially adverse terms. Any party may abandon before effect under plan/board procedure, subject to contract rights; file statement after articles. Retain minutes/actions permanently and general communications 3 years (§§ 31D-11-1102(e), -1103(e), -1108; 31D-16-1601) |
Appraisal may cover entitled voters in a required merger, 90%-subsidiary holders, and entitled voters in acquired exchange classes, subject to continuing/unexchanged, market, consideration, interested-person, and preferred-share limits; notice and preservation steps apply (§§ 31D-13-1302, -1320 to -1321) |
| Wisconsin verified 2026-08-26 | Wis. Stat. ch. 180, subch. XI; domestic business corporation may merge with domestic/foreign business entities or acquire/be acquired through an 'interest exchange' covering all of one or more classes or series (§§ 180.1101-.1102) |
Plan in a record: each party's name/type/governing law, terms and conditions, conversion or exchange basis using interests, securities, obligations, acquisition rights, money or property, survivor/acquirer organizational changes, and other governing-law matters (§§ 180.11004, 180.11012, 180.11021) |
Each domestic constituent corporation's board approves by vote or consent; acquired corporation also submits to holders when § 180.11032 requires. Statute states no separate ordinary declare-advisable or recommendation step (§§ 180.11031-.11032) |
Every voting and nonvoting shareholder gets merger/interest-exchange meeting notice at least 20 days before, stating the purpose and carrying the plan or summary. Unanimous consent works generally; articles may authorize meeting-equivalent consent, with post-action and nonvoter notice (§§ 180.0704, 180.11032(2)) |
Each entitled voting group: majority of all votes entitled to be cast; separate group for amendment-equivalent merger provisions and each included interest-exchange class/series. Preserved pre-1973 and preexisting-class rules can require two-thirds or added class votes (§§ 180.11032(3)-(4), 180.1706-.1707) |
Survivor vote excused only if articles differ solely by board-only amendments, each holder keeps identical shares, and both voting-share and participating-share totals plus merger-issuable shares rise no more than 20%; interest-exchange acquirer is not submitted under § 180.11032(1) |
90%-of-each-class parent route, with plan mailing and 10-day filing wait; parent vote also excused if the no-change/20% tests hold. Separate indirect-wholly-owned holding-company route has identity, governance, ownership, director and tax-opinion conditions; no express tender-offer follow-on route (§§ 180.1104-.11045) |
Articles state parties, approval, survivor/acquirer, public-record amendments, plan location/free-copy right and effective time; each corporation signs through an officer and files with DFI. Effective on the Articles' effective date; ordinary close-of-business receipt or stated delay up to 90 days (§§ 180.0120, 180.0123, 180.1105) |
Before effect, amend or abandon as the plan provides or by the approval-equivalent vote/consent; after filing, deliver a signed amendment/abandonment statement before effect. Articles say the executed plan remains at the survivor/acquirer's principal office and is free on request (§§ 180.11031(2)-(3), 180.1105(1)(f)-(g)) |
Dissent rights can attach to vote-required mergers, parent-subsidiary mergers, and voting holders whose shares are acquired; exchange-listed market-out applies unless articles restore rights. Approval notice carries the statutory warning/copy. Other takeover, fiduciary, tax, securities, creditor and regulatory law remains separate (§§ 180.11001, 180.1302, 180.1320) |
| Wyoming verified 2026-08-27 | Wyoming Business Corporation Act, W.S. §§ 17-16-1102 to -1108; domestic corporation may merge with domestic/foreign corporations or eligible entities and may acquire or have acquired all shares/interests of one or more classes/series through share exchange; distinguishes party, survivor, acquired/acquiring corporation or entity, parent, subsidiary, governing law, and owner liability |
Plan names parties and survivor or acquired/acquiring entities, states terms, and disposes/converts/exchanges shares/interests into shares, securities, interests, obligations, acquisition rights, cash, property, or a combination; merger includes new/survivor organic documents. Terms may depend on objectively ascertainable outside facts (§§ 17-16-1102 to -1103) |
Each domestic board adopts and submits the plan, transmits an approval recommendation unless conflicts/special circumstances support no recommendation, and then transmits the basis; board may condition submission on any basis (§ 17-16-1104(a),(c)) |
Meeting notice to every voting/nonvoting holder 10-60 days before meeting; states plan purpose and carries plan/copy or summary plus existing/proposed survivor organic documents. Consent defaults unanimous; articles may permit minimum all-present meeting votes, collected within 60 days, with nonvoter and nonconsenter notices within 10 days; authenticated electronic consent allowed (§§ 17-16-704-.705, 17-16-1104(d)) |
Default meeting rule: each group has majority-of-entitled-votes quorum and approves when votes cast for exceed votes cast against; articles or board condition may require more. Separate groups include converted merger classes/series, amendment-equivalent groups, exchanged classes/series, and articles-created groups. New owner liability requires each affected holder's separate written consent (§§ 17-16-725, 17-16-1104(e)-(h)) |
Unless articles otherwise provide, survivor/acquirer needs no holder approval when it survives/acquires, articles stay unchanged except permitted amendments, every pretransaction holder keeps the same number of identical-rights shares, and issuance does not trigger § 17-16-621(f)'s noncash, over-20%-voting-power vote. No standalone no-issued-shares exception (§ 17-16-1104(a),(g)) |
Domestic parent holding at least 80% voting power of every voting subsidiary class/series may merge subsidiary into parent/another qualifying subsidiary or parent into subsidiary without subsidiary board/holder approval, subject to articles and foreign-law limits; notify each subsidiary holder within 10 days after effect. Parent approvals otherwise remain under general rules; no express holding-company or offer-followed-by-merger route (§ 17-16-1105) |
Survivor/acquirer executes through officer/authorized representative and files with Secretary of State party names, survivor/new articles, approval/no-vote and foreign authorization; plan itself is not required in articles. Current profit-corporation 'any other filing' fee $60; filing effect or stated time, delayed no more than 90 days (§§ 17-16-123, 17-16-1106; SOS fee schedule) |
Plan may authorize prefiling amendment; after holder approval, consideration, survivor organic documents beyond permitted changes, and materially adverse terms are protected. Before filing, abandon under plan/board default; after filing but before effect, file abandonment statement, subject to contract. Permanent minutes/actions; 3-year principal-office shareholder minutes/consents and communications (§§ 17-16-1102-.04, 17-16-1108, 17-16-1601) |
Appraisal generally follows a merger requiring holder approval for an entitled voter, an 80%-parent subsidiary merger, or acquired shares in an exchange for an entitled voter, subject to continuing-share, market, consideration, and organic-document rules. Notices state rights are, are not, or may be available and include statutory/financial materials when required (§§ 17-16-1302, 17-16-1320); approval/filing does not resolve fairness or other legal regimes |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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