Nonprofit Corporation Merger Approval and Filing Requirements by State
For an ordinary domestic nonprofit corporation, what plan, board and voting-member approval, notice, articles or certificate, and state review are required to merge it with an eligible entity?
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What this survey covers
A nonprofit merger is a statutory combination of organizations under a plan. The process can change with the survivor's entity type, whether members can vote, and whether charitable property is involved. This table tracks the plan, each approval step, notice, public filing, and the point when the merger takes effect.
Why the columns differ
Florida § 617.1103(1) first sends a voting-member corporation's plan to the board and then generally to members, while subsection (2) uses a majority of directors then in office if no members can vote. Its § 617.1102 limits the survivor when the corporation holds charitable-purpose property.
Texas § 22.251 uses a separate member-managed route and sends the plan to a director vote when there are no voting members. Wyoming § 17-19-1102 adds court or attorney-general conditions for specified public benefit and religious corporation mergers. These differences make approval, notice, and state review distinct questions.
Scope boundaries
This survey covers ordinary domestic nonprofit corporation mergers. It reports statutory procedure without deciding whether a particular merger is fair, whether donor restrictions permit a use of assets, or whether a separate tax or contract rule is satisfied.
State by state
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| State | Governing law and eligible merger parties | Plan and treatment of membership interests | Board action and recommendation | Member vote and voting groups | Member notice, plan, and consent | No voting members | Charitable assets and state review | Public filing and effective time | Changes, abandonment, and simplified routes |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-03 | Chapter 3A Article 12 permits nonprofit merger with domestic/foreign corporations and other organizations if each governing law permits (§§ 10A-3A-12.01–.02) |
Written plan names parties/survivor, terms, interest conversion or cancellation, and survivor documents/changes; other consideration allowed (§ 10A-3A-12.02(b)–(c)) |
Board adopts first; recommends to voting members or explains conflict/special circumstances; may condition approval/effectiveness (§ 10A-3A-12.03(a)–(c)) |
Default majority of entitled votes present for quorum, votes for > against; converted classes vote separately unless certificate opt-out; charter-change group vote remains (§§ 10A-3A-12.03(e)–(g), -7.24) |
Voting members receive plan/summary and survivor documents, generally 10–60 days before meeting; nonunanimous written consent allowed with later notice (§§ 10A-3A-12.03(d), -7.05, -7.04) |
Nonmembership board adopts; membership corporation with no eligible voters uses board substitute; surviving unchanged member rights can avoid member vote (§§ 10A-3A-12.04, -6.01(b), -12.03(h)) |
Article 12 conditions merger on counterpart governing law and any certificate-required third-person approval; it states no independent AG/court gate (§§ 10A-3A-12.02(a), -12.08) |
Each party signs statement (not full plan), Secretary of State files; plan free on request; effective on receipt or ≤90-day delay, foreign-effective time may be later (§§ 10A-3A-12.05, 10A-1-4.11–4.12) |
Plan amendment needs constituent consent; protected changes reapproved by interest holders; pre-effect abandonment may need all-party filing; surviving-unchanged route (§§ 10A-3A-12.02(f), -12.07, -12.03(h)) |
| Alaska verified 2026-10-03 | AS 10.20 permits two or more domestic nonprofits, or domestic/foreign corporation combination if foreign law permits (§§ 10.20.216, .266–.271) |
Board plan names parties/survivor, terms, survivor article changes, other desired provisions; no interest-conversion term required (§ 10.20.221) |
Each board resolves to approve merger plan; voting-member board sends it to members; no separate recommendation stated (§§ 10.20.221, .236(b)) |
At least two-thirds of votes entitled to be cast by members present or proxy; higher member/class vote in articles or bylaws controls (§§ 10.20.236(b), .685) |
Voting members get plan/summary; ordinary 10–50 day written meeting notice unless governing documents vary; unanimous written consent (§§ 10.20.236(b), .066, .695) |
No members or none entitled to vote: majority of directors in office at board meeting (§ 10.20.236(c)) |
Commissioner checks articles for legal conformity and fees before certificate; merger article states no distinct charitable review (§ 10.20.256) |
Each corporation signs duplicate articles with plan and approval statement; commissioner files and issues certificate; effective on issuance (§§ 10.20.246, .251, .256, .261(a)) |
Plan may allow abandonment after approval but before articles filing; merger article states no separate parent or plan-amendment route (§ 10.20.241) |
| Arizona verified 2026-10-03 | Title 10, ch. 24–40 nonprofit corporation plus Title 29, ch. 6; domestic/foreign and cross-type parties permitted, subject to foreign law (§§ 10-11102, 29-2201) |
Recorded plan names parties/survivor, interest conversion, survivor charter/rules and other terms; may add lawful terms (§ 29-2202) |
Board adopts plan; quorum-majority present is default board act; recommend to members or explain conflict/special circumstances; board may condition submission (§§ 10-11102–.11103, 10-3824) |
If members entitled: lesser of majority votes cast or majority class voting power; required class vote: lesser of two-thirds votes cast or majority class power; higher rules may apply (§ 10-11103(E)–(F)) |
Meeting notice to each member, with plan or summary and merger purpose; § 10-3705 generally sets 10–60 days; charter-required other approvals in writing (§§ 10-11103(B),(D), 10-3705) |
Without member/other-person vote, board adoption remains; general quorum-majority board act applies; survivor can omit member vote only if all § 10-11103(G) tests hold (§§ 10-11102–.11103, 10-3824) |
Posttransaction bequests, gifts, grants and promises inure to survivor unless donor instrument specifically provides otherwise; Commission filing/publication rules apply (§§ 10-11108, 10-11105) |
Each entity signs statement to Commission (and any different applicable authority), with approval statement/charter attachments; effective on delivery or specified later time ≤90 days; publish or database-post within 60 days of approval (§§ 29-2102, 29-2205, 10-11105) |
Plan amendment follows plan or original approval; material changes preserve member vote; abandon before effectiveness, with filed statement if delayed filing already delivered; survivor-vote exception in § 10-11103(G) (§§ 29-2204, 10-11103) |
| Arkansas verified 2026-10-03 | Chapter 33 covers post-1993 and electing older nonprofits; two or more nonprofits may merge, including eligible foreign nonprofit parties (§§ 4-33-1701, -1101, -1106). |
Plan names parties/survivor, terms and membership conversion; mutual-benefit interests may receive securities, obligations, cash or property (§ 4-33-1101). |
Board approves; board or members may condition submission/approval on higher vote or other basis; no separate recommendation required (§ 4-33-1103(a),(c)). |
Members approve by lesser of 2/3 votes cast or majority voting power; same test per required class; documents may demand more (§ 4-33-1103(a),(f)). |
All members get meeting purpose and plan/summary; ordinary notice 10–60 days, or 30-day minimum for specified mail; consent needs 80% voting power; ballot route (§§ 4-33-1103(d)–(e), -705, -704, -708). |
No members: majority of directors in office after 7-day written meeting notice; section does not expressly extend that route to corporations with nonvoting members (§§ 4-33-1103(b), -822(c)). |
Public-benefit/religious survivor and member-value limits require prior court approval or order outside permitted routes; property keeps existing conditions (§§ 4-33-1102, -1105). |
Survivor delivers articles containing plan and approval/vote facts to Secretary of State; filing or delayed effectiveness within 90 days (§§ 4-33-1104, -123). |
Material plan change must meet approval rules; plan or board may abandon before articles filing, subject to contract rights; no Chapter 33 nonprofit parent shortcut (§§ 4-33-1103, -1104). |
| California verified 2026-10-03 | Public benefit, mutual benefit, and religious corporations have distinct merger chapters; domestic, foreign, and other-entity mergers are conditional (§§ 6010, 8010, 9640) |
Boards approve an agreement naming parties/survivor, terms, charter/bylaw changes, and membership treatment; mutual benefit agreements may provide other consideration (§§ 6011, 8011, 9640(d)) |
Each constituent nonprofit board approves the merger agreement; member approval may precede or follow board approval (§§ 6011–6012, 8011–8012, 9640(c)–(d)) |
Majority of votes represented and voting at a quorate meeting, also a majority of required quorum; mutual benefit and religious corporations vote by class (§§ 5034, 6012, 8012, 9640(c)) |
Public/mutual member meeting notice generally 10–90 days, or ≥20 days for slower mail; written ballot permitted; religious notice states proposal nature (§§ 5511, 7511, 9411(e)) |
No members, including directors-only members: board approval substitutes; inspect voting rights for a corporation with nonvoting members (§§ 5310, 7310, 9310) |
Public benefit/religious: proposed agreement to Attorney General ≥20 days before consummation and consent for specified other survivors/value; mutual benefit needs consent for charitable-type merger (§§ 6010, 8010, 9640) |
Survivor files agreement plus each constituent’s officers’ certificate with Secretary of State; effective on filing unless permitted delayed date or foreign-survivor rule (§§ 5008, 6014, 8014) |
Principal-term amendment repeats board and member/person approval; board may abandon before effectiveness, subject to contract rights; ordinary chapter route (§§ 6015–6016, 8015–8016, 9640(a)) |
| Colorado verified 2026-10-03 | Domestic nonprofit may merge into another domestic entity; foreign parties allowed subject to their own law (§§ 7-131-101, -105; 7-90-203) |
Plan names all parties and survivor, terms, treatment of interests/consideration, and survivor document changes (§ 7-90-203.3) |
Each board adopts plan; recommends to voting members or explains conflict/special circumstances; may condition effectiveness (§§ 7-131-101–102) |
Each entitled group: 25% default quorum, more votes for than against; higher vote may apply; separate groups for specified amendments (§§ 7-131-102(7)–(8), 7-127-205–206) |
Notice to voting members with plan/summary; fair-and-reasonable 10–60-day safe harbor (30-day minimum for slower mail); written consent ordinarily unanimous (§§ 7-131-102(6), 7-127-104, -107) |
If no members entitled to vote: majority of directors elected and in office, with board meeting notice stating merger purpose (§ 7-131-102(4)) |
Attorney General common-law merger powers preserved; organic/common-law restrictions remain applicable (§§ 7-131-104(3), 7-90-206(1)) |
Survivor files statement of merger with Secretary of State; separate articles amendment if nonprofit survivor changes charter; filing or permitted delayed effective time (§§ 7-131-103, 7-90-203.7, -304) |
Plan procedure governs pre-effect amendment/abandonment; protected terms cannot be amended; post-filing abandonment needs timely statement of change (§ 7-90-205.5) |
| Connecticut verified 2026-10-03 | Chapter 602 permits domestic nonstock corporations to merge with one another; foreign nonprofit corporations may participate if home law permits (§§ 33-1002, 33-1155, 33-1159a). |
Plan names parties/survivor, terms, membership conversion, new or amended certificate, and charter-required provisions (§ 33-1155(b)–(d)). |
Each domestic board adopts; recommends to voting members or explains a special-circumstance conflict; may condition submission (§§ 33-1156(1)–(3), 33-1100). |
Ordinarily ≥2/3 of votes cast by voting members and each required class; greater/additional charter, board, asset-sale or dissolution vote controls (§ 33-1156(5)–(8)). |
Voting members get meeting purpose, plan/summary, survivor certificate/summary; ordinary meeting notice 10–60 days; unanimous consent or charter/bylaw ballot (§§ 33-1156(4), 33-1064–1065). |
With no members or no voting members, board adopts plan; ordinary board quorum and majority-present vote apply (§§ 33-1156(9), 33-1100). |
Constituent property and gifts pass to survivor; merger article provides Secretary filing; review restrictions attached to the property (§§ 33-1157–1158). |
Officer/authorized representative of each party executes certificate; survivor delivers it to Secretary of State; filing/default or stated delayed date governs (§§ 33-1157, 33-1006). |
Plan may authorize limited prefiling amendments; any party can abandon before effect, with postfiling statement if needed; unchanged survivor may omit its member vote (§§ 33-1155(e), 33-1156(8), 33-1159b). |
| Delaware verified 2026-10-03 | DGCL nonstock route; domestic/foreign nonstock, stock, partnership or LLC combinations under separate sections (§§ 255–258, 263–264) |
Agreement states terms, implementation, survivor charter changes, and conversion/cancellation of memberships and consideration (§ 255(b)) |
Governing body adopts resolution approving agreement; § 255 states no separate recommendation step (§ 255(b)) |
Majority of members entitled to elect governing body and any others given merger vote by charter/bylaws, per constituent (§ 255(c)) |
At least 20 days’ notice to members entitled to vote, with agreement or summary; vote in person or by proxy (§ 255(c)) |
If no voters other than governing-body members, majority of all governing-body members approves (§ 255(d)) |
Charitable nonstock status cannot be lost or impaired in merger; § 255 states no separate prefiling official approval (§ 255(g)) |
Approved agreement or certificate in lieu filed with Secretary of State; effective on filing or specified time within 90 days (§§ 255(c)–(d), 251(c), 103(c)–(d)) |
Agreement may authorize pre-effectiveness termination/amendment within member-protection limits; narrow 90%-owned stock subsidiary route for surviving nonstock parent (§§ 255(e), 251(d), 253(a), (e)) |
| District of Columbia verified 2026-10-03 | D.C. Code Chapter 4 Subchapter IX: domestic/foreign nonprofits; mixed-entity merger follows Chapter 2 (§ 29-409.02(a)–(c), (g)) |
Record plan identifies parties/survivor, terms, membership conversion, survivor documents, other provisions (§ 29-409.02(d)) |
Board adopts plan, recommends to members or explains withholding recommendation; may condition submission (§ 29-409.04(1)–(3)) |
Quorum and more votes for than against; separate classes for converted interests, amendment rights or charter vote; higher document/board condition controls (§§ 29-409.04(5)–(6), 29-405.24) |
Voting-member notice with plan/summary and survivor documents; ordinary 10–60 days; unanimous consent possible (§§ 29-409.04(4), 29-405.05, 29-405.04) |
No members entitled to vote: board adoption alone; ordinary board quorum majority in office and majority of those present (§§ 29-409.04(8), 29-406.24) |
No diversion of dedicated property without appropriate Superior Court order; no member financial benefit except stated exceptions (§ 29-409.01(b)–(d)) |
Authorized representative signs articles with party, charter-change and approval statements; survivor delivers to Mayor; filing or delayed effective time up to 90 days (§§ 29-409.06, 29-102.03) |
Plan may allow prefiling amendment within member-protection limits; board may abandon before effectiveness with filing if already delivered; 80%-control route (§§ 29-409.02(e), 29-409.08, 29-409.05) |
| Florida verified 2026-10-03 | Domestic nonprofit may merge with domestic/foreign eligible entities, subject to charitable-property survivor limit (§§ 617.1101(1), .1102) |
Plan names parties/survivor, terms, interest cancellation/conversion, organic-record changes, and effective date/time (§ 617.1101(3)) |
Voting-member route: board first adopts, normally recommends, and may condition approval; explain withheld recommendation (§ 617.1103(1)(a)-(d)) |
Ordinarily majority of votes entitled at quorate meeting; separate group majority where required; articles may limit class vote (§ 617.1103(1)(f)-(h)) |
Notice each voting member of meeting purpose with plan; if nonprofit disappears, include survivor governing documents (§ 617.1103(1)(e)) |
No members or none entitled to vote: majority of directors then in office at board meeting (§ 617.1103(2)) |
Charitable-purpose property requires nonprofit survivor; dedicated assets cannot be diverted through merger (§§ 617.1102, .1106(3)) |
Each party signs articles except short-form subsidiary; file with Department of State; default on acceptance or delayed up to 90 days (§§ 617.1105, .0123) |
Material plan amendment may need renewed holder vote; pre-effective abandonment; 80%-voting-power parent short-form route (§§ 617.1101(6), .1103(3), .1104) |
| Georgia verified 2026-10-03 | Ga. Code §§ 14-3-1101, -1106, -1108: domestic nonprofit may merge with permitted foreign corporations and other entities into an eligible survivor. |
Plan names parties and survivor, terms, and any membership/interest conversion into survivor interests, cash or property; may amend survivor charter (§ 14-3-1101(b)–(c)). |
Board approves plan; may condition submission on higher vote or another basis; articles may require another person's written approval (§§ 14-3-1103(a),(c), -1108(b)). |
Members: two-thirds votes cast or majority voting power, whichever less; same rule per required class; higher document or conditioned vote controls (§ 14-3-1103(a),(c),(f)). |
Meeting notice describes merger, with plan/summary and survivor documents; § 14-3-704(c) ordinarily requires 10–60 days, or 30–60 by slower mail; consent/ballot solicitation includes plan/summary (§§ 14-3-1103(d)–(e), -704(c)). |
No members: majority of directors in office, with board-meeting notice stating merger purpose; with members, § 14-3-1103(a) requires member approval (§ 14-3-1103(a)–(b)). |
Charitable merger: 30-day advance AG notice with plan; continuing charitable survivor or specified asset-protection route avoids superior-court approval; member value beyond membership needs court approval (§ 14-3-1102). |
Survivor files officer-executed articles with plan and approval tallies, or certificate keeping plan on file; publication request/payment by next business day, $40 and two weeks' publication; effective on filing unless delayed (§§ 14-3-120, -1104, -1104.1). |
Plan may amend survivor articles; after adoption, before filing, plan or board sets abandonment method without renewed member action, subject to contracts (§§ 14-3-1101(c), -1103(g)). |
| Hawaii verified 2026-10-03 | Domestic or foreign nonprofit may merge with listed corporations, associations, or other business entities if foreign-party law permits (§ 414D-201(a)) |
Plan names parties/survivor and jurisdictions, terms, membership conversion, survivor address, and organizing-article changes (§ 414D-201(b)) |
Board approval required; board may condition submission on a higher vote or another basis (§ 414D-202(a),(c)) |
Members, if any: lesser of two-thirds of votes cast or majority voting power; affected classes vote separately at same threshold (§ 414D-202(a),(f)) |
Meeting notice to members with plan/summary and survivor documents; written consent or ballot materials carry same; 80%-power consent route (§§ 414D-202(d)–(e), 414D-104) |
No members: majority of directors in office, with seven-day board notice; § 414D-202(b) does not expressly extend this route to corporations with nonvoting members |
Property remains subject to existing conditions; charter-required written third-person approval also applies (§§ 414D-204(a)(2), 414D-202(a)(3)) |
Each party signs articles for department director; approval/organizing-article/service statements; effective on filing or specified date within 30 days (§§ 414D-203, 414D-202(h), 414D-6) |
Plan may permit restricted pre-effective amendment or board termination; postfiling amendment/termination requires filing (§§ 414D-202(g), 414D-203(b)) |
| Idaho verified 2026-10-03 | Nonprofit may merge into business or nonprofit corporation; entity-transactions law also permits eligible domestic/foreign parties and survivor (§§ 30-30-802(1), 30-22-201) |
Plan identifies each party/survivor and terms, converts memberships into specified interests/consideration, and states survivor organic-record/rule changes (§§ 30-30-802(2)–(3), 30-22-202) |
Board approves; board may condition submission on greater vote or other basis; article-required third-person written approval also applies (§ 30-30-803(1),(3)) |
Members: lesser of two-thirds votes cast or majority voting power; same test for required class vote; higher document or conditioned vote may apply (§ 30-30-803(1),(3),(6)) |
All members get purpose and plan/summary, with survivor/disappearing details; meeting notice ordinarily 10/30–60 days; consent needs ≥80% voting power and notice to nonsigners (§§ 30-30-803(4)–(5), 30-30-505, 30-30-504) |
No members: majority of directors in office after ≥7 days' written board notice; statute's special route does not expressly cover corporations with nonvoting members (§§ 30-30-803(1)–(2), 30-30-614(3)) |
Charitable-purpose property cannot be diverted by merger absent any required Attorney General order under nondiversion law (§ 30-22-104(b)) |
Each merging entity signs statement naming parties/survivor, approval and organic changes; Secretary of State filing, immediate or ≤90-day delay; foreign survivor follows later governing time (§ 30-22-205) |
Plan amendments need party consent and protected member reapproval; plan/board may abandon, with filed abandonment statement if merger statement already filed but not effective (§§ 30-22-204, 30-30-803(7)) |
| Illinois verified 2026-10-03 | 805 ILCS 105 art. 11: nonprofit mergers/consolidations; foreign nonprofit parties if home law permits; for-profit parties may merge into a domestic nonprofit survivor (§§ 111.05, .35, .37). |
Plan names parties and survivor, terms, charter changes, and optional abandonment terms; mixed-party plan addresses for-profit shares (§§ 111.05, .37(c)). |
Voting-member corporation: board resolution approves plan and sends it to members; no voting members: majority of directors in office at meeting (§§ 111.20(a), .15). |
Two-thirds of votes present and voted, including entitled class vote; articles/bylaws may set lower or higher threshold, at least majority (§ 111.20(c)–(d)). |
Voting members get plan or summary with 20–60 days' meeting notice; qualifying ballot stays open at least 20 days; unanimous written consent also available (§§ 111.20(b), 107.15, 107.10). |
No members or no merger-voting members: majority of directors in office at board meeting; unanimous board written consent under § 108.45 is recognized in filing (§§ 111.15, .25). |
Article 11 directs filing to Secretary of State; it specifies no separate charitable-merger review step (§ 111.25). |
Each party executes duplicate articles containing plan and approval statements; Secretary files; effective on filing or plan's later date within 30 days (§§ 111.25, .40). |
Plan may provide abandonment before filing; special university-affiliated athletics-corporation route exists (§§ 111.05(d), .10). |
| Indiana verified 2026-10-03 | IC 23-17-19 allows nonprofit-to-nonprofit or business-corporation merger; foreign parties need home-law authority; public benefit/religious combinations face § 19-2 limits (§§ 23-17-19-1–2, -6) |
Plan names parties/survivor and terms; public/religious membership conversion differs from mutual-benefit consideration; may include charter/bylaw changes and delayed date (§ 23-17-19-1) |
Board ordinarily initiates and approves; quorum-majority present normally acts, but board may condition member submission on higher vote or other basis (§§ 23-17-19-3(a),(c), 23-17-15-5) |
If members: majority votes cast; affected class separately approves by majority class votes cast; higher rules or charter-required person’s written approval may apply (§ 23-17-19-3(a),(f)) |
Meeting notice gives merger purpose and plan/summary, with extra survivor documents for disappearing entity; fair-and-reasonable notice safe harbor; ≥80%-of-entitled-votes consent or qualifying written ballot (§§ 23-17-19-3(d)–(e), 23-17-10-4–5, -8) |
No members: majority of directors in office and board-meeting notice naming merger purpose; with members, the statute calls for member approval subject to voting rights (§ 23-17-19-3(a)–(b)) |
Public benefit/religious merger outside listed combinations needs prior court approval with AG notice; specified business/mutual deal needs 20-day AG notice and asset/disinterested-board safeguards; member value needs AG or court consent (§ 23-17-19-2) |
Survivor files articles with secretary of state, stating approval and class-vote figures if applicable; effective on filing or permitted delayed date ≤90 days; authorized filing signature (§§ 23-17-19-4, 23-0.5-2-1, -3) |
Plan/board process may amend or abandon before articles filed, subject to contract rights on abandonment; filed record may be withdrawn before effect (§§ 23-17-19-4.5, 23-0.5-2-4) |
| Iowa verified 2026-10-03 | Chapter 504 permits nonprofit merger with domestic business/nonprofit corporations and unincorporated entities, plus eligible foreign parties (§§ 504.1101, 504.1106). |
Plan names parties/survivor, terms, and membership conversion; mutual-benefit interests may convert to securities, obligations, cash or property (§ 504.1101). |
Board approval required; board may condition member submission on higher vote or other basis; no separate recommendation prescribed (§ 504.1103(1),(3)). |
Members: lesser of 2/3 votes cast or majority voting power; same per required class; charter/bylaws/board may raise vote or add approvals (§ 504.1103(1),(3),(6)). |
All members receive meeting purpose and plan/summary; ordinary notice 10–60 days (30 if nonfirst-class mail); consent needs 80% voting power; ballot route (§§ 504.1103(4)–(5), 504.705, 504.704, 504.708). |
No members: majority of directors in office after 7-day written meeting notice; § 504.1103(2) does not extend that special route to nonvoting-member corporations (§§ 504.1103, 504.823(3)). |
Public-benefit/religious survivor restrictions; specified noncharitable survivor route requires asset transfer and independent-director majority or prior district-court approval; member value needs court review (§ 504.1102). |
Each party signs articles stating identities, charter changes and approval facts; survivor files with Secretary of State; filing or delay ≤90 days (§§ 504.1104, 504.114). |
Board/plan procedure may abandon before articles filing, subject to contracts; Chapter 504 merger subchapter states ordinary route with no separate nonprofit parent shortcut (§ 504.1103(7)). |
| Kansas verified 2026-10-03 | Nonstock corporations may merge with domestic or foreign nonstock corporations, or with stock corporations; charitable status must not be lost or impaired (§§ 17-6705–6708) |
Agreement states terms, implementation, survivor-article changes, and conversion or cancellation of memberships; eligible consideration can include cash/property/rights/securities (§§ 17-6705(b), 17-6707(b)) |
Each nonstock governing body adopts a resolution approving the agreement; usual board vote is majority present at a quorum meeting unless documents vary (§§ 17-6705(b), 17-6301(b),(j)) |
Ordinary nonprofit: majority of eligible members voting at the meeting; eligible means governing-body electors plus other merger voters under documents; any required group vote follows governing documents (§§ 17-6705(c), 17-6505(c)) |
At least 20 days' postal notice to eligible members with agreement or summary; proxy vote allowed; written/electronic consent uses all-voters-present threshold (§§ 17-6705(c), 17-6518(b),(e)) |
If only governing-body members may elect it or vote on merger, majority of all governing-body members approves without further member action (§ 17-6705(d)) |
A charitable nonstock corporation cannot merge into a nonstock or stock survivor if its charitable status would be lost or impaired (§§ 17-6705(g), 17-6707(f), 17-6708(d)) |
File executed agreement or certificate in lieu with Secretary of State; effective on filing or stated later date within 90 days (§§ 17-6705(c), 17-6701(c), 17-7910–7911) |
Agreement may allow governing-body termination or amendment before effect, with postfiling certificate; surviving nonstock parent may use 90%-owned subsidiary route (§§ 17-6705(e), 17-6701(d), 17-6703(f)) |
| Kentucky verified 2026-10-03 | Chapter 273 permits domestic nonprofit mergers, a domestic nonprofit/LLC merger, and eligible foreign counterparts; consolidation forms a new nonprofit (§§ 273.277, .281, .293). |
Plan names parties and survivor, terms/conditions and survivor-article changes; new-corporation consolidation plan includes charter terms (§§ 273.277, .281). |
Voting-member route: board resolution approving plan and submitting it; ordinary board action uses quorum and majority-present vote (§§ 273.283(1)(a), .217). |
≥2/3 of votes entitled to be cast by members present/proxy; default quorum 1/10 of entitled votes; governing documents can require greater/class concurrence (§§ 273.283(1)(a), .203, .370). |
Voters receive plan or summary with meeting notice, ordinarily 10–35 days; unanimous written consent of entitled voters is allowed (§§ 273.283(1)(a), .197, .377). |
No members or no members entitled to vote: majority of directors in office adopts plan at board meeting (§§ 273.283(1)(b), .201(4)). |
Merger provisions direct articles to Secretary of State; §§ 273.277–.293 state no separate merger-specific AG/court review or charitable-asset condition. |
Articles include plan and approval facts, go to Secretary of State under Chapter 14A filing rules; filing effective then or delayed ≤90 days (§§ 273.287, .252, 14A.2-020, 14A.2-070). |
Plan may allow abandonment after approval but before articles filing; §§ 273.277–.293 specify no plan-amendment or parent short-form procedure (§§ 273.283(2), .293(2)). |
| Louisiana verified 2026-10-03 | Chapter 2 permits nonprofit/nonprofit and nonprofit/business/foreign-corporation mergers or consolidations; restricted-asset nondistributors need like survivors (§ 12:242(A), (C)). |
Joint agreement states terms, conditions, implementation and any survivor-article changes; consideration may be interests, obligations, cash or other value (§ 12:243(1), (9)). |
Each party’s directors enter a joint agreement signed by a majority; § 12:243(1) supplies no separate recommendation or conditions formula. |
Each nonprofit needs ≥2/3 in interest of voting members present, or articles-set floor ≥majority; affected survivor share class/series votes separately (§§ 12:243(3), 12:231). |
Voting members receive 10–60-day written meeting notice plus agreement or summary; unanimous written member consent is available (§§ 12:243(3), 12:230(A), 12:233). |
If no shareholders and no members other than directors, directors exercise member powers; ordinary merger agreement still needs their approval (§§ 12:217(C), 12:243(3)). |
A nonprofit barred from distributing net assets on dissolution may merge only into a like-restricted corporation; secretary records approved agreement (§§ 12:242(C), 12:243(6)). |
File approved, certified, acknowledged joint agreement with Secretary of State; parish record copies follow; effective on state recording and foreign-law compliance or ≤30-day stated delay (§§ 12:243(4), (6), 12:245). |
Agreement changes need each party’s required vote; plan-term abandonment before effect; ≥90%-owned subsidiary route has conditions and member approval if nonprofit parent merges down (§ 12:243(5), (7)–(8)). |
| Maine verified 2026-10-03 | Title 13-B ch. 9: domestic Chapter 13-B/legacy Title 13 ch. 81 corporations; domestic–foreign merger if foreign law permits (§§ 901, 906) |
Plan names parties/survivor, terms, survivor article changes, and optional terms; § 901 does not specify interest conversion |
Board resolution approves plan and sends to voting members; unanimous member consent dispenses with board resolution (§ 903(1),(4)) |
Majority of votes members present or by proxy are entitled to cast; articles may require more (§ 903(1)(A),(2)) |
Written plan/summary notice to voting members, ordinarily 10–50 days; unanimous written member consent waives resolution and notice (§§ 903(1),(4), 603(1)) |
No members or none entitled to vote: majority of directors in office at board meeting (§ 903(1)(B)) |
Public-benefit merger into another public-benefit corporation: simultaneous Attorney General notice; conversion transactions may need AG or court approval (§§ 907, 194-B, 194-C) |
Each corporation executes articles containing plan and approval statements; Secretary of State filing or specified date within 60 days (§§ 904–905) |
Pre-filing abandonment by member majority, or board majority if no voting members; § 903 states no separate short-form route |
| Maryland verified 2026-10-03 | Nonstock corporation under Title 5 merges only with another nonstock corporation; Title 3 merger procedure governs (§§ 5-201, 5-207(a)–(b)) |
Articles state transaction terms/manner, parties, successor, approvals, and charter changes; nonstock charter/bylaws may define member rights and voting allocation (§§ 3-109(b),(d), 5-202(b)) |
Each board declares merger advisable on substantially stated terms and submits when member approval required; agreement may require submission after changed recommendation (§ 3-105(b),(d)) |
Nonsurvivor default: two-thirds of all votes entitled to be cast; charter/bylaws may set nonstock voting proportions, member classes and allocation; labor-organization titleholder exception (§§ 3-105(e), 5-202(b), 5-207(c)) |
Title 3 merger-purpose notice to voting and applicable nonvoting holders; Title 2 generally 10–90 days; charter/bylaws may set nonstock notice; unanimous consent default (§§ 3-105(c), 2-504(a)–(b), 2-505(a), 5-202(b)(5)) |
If no members, directors also constitute members and act in that role; nonstock successor qualifies for no-voting-stock majority-entire-board exception (§§ 5-204, 3-105(a)(7)(ii)) |
Assets and legacies vest in the successor without another deed; obligations follow; merger provisions preserve other applicable restrictions (§§ 3-114(e)–(f), 3-102(b)) |
Each party signs, acknowledges, attests and verifies articles; SDAT records them; Maryland successor effective on acceptance or stated time ≤30 days later (§§ 1-301(a), 3-107, 3-109, 3-110, 3-113(a)) |
Articles carry charter amendments; pre-effect abandonment under stated one-party or default all-Maryland-party board route, with postfiling Department notice (§§ 3-109(d), 3-108) |
| Massachusetts verified 2026-10-03 | Chapter 180 permits domestic nonprofit combinations with Chapter 180/other permitted Massachusetts corporations and interstate corporations (§§ 10(a), 10A(a)) |
Officer-signed agreement names parties/survivor, purposes, terms, any stock retirement, and effective-date method; may add lawful provisions (§ 10(b)) |
Authorized officer signs agreement; adoption is by requisite members or substituted directors when memberless (§§ 10(b)–(c), 3) |
Two-thirds of members entitled to vote on agreement at duly called meeting; stock constituent uses its separate stock rule (§ 10(c)) |
Purpose-called meeting follows incorporated chapter 156B § 78 procedure, including ≥20-day record-holder notice (§§ ch. 180, § 10(c); ch. 156B, § 78(c)(1)) |
If corporation has no members, same percentage of directors substitutes: two-thirds for merger; § 10(c) addresses members entitled to vote (§§ 3, 10(c)) |
If any constituent is public charity, survivor must be public charity; specified purpose/location changes need state-official approval before articles filed (§§ 10(a),(d), 10A(a),(c)) |
Articles to state secretary under chapter 156B §§ 78–79; effect on filing or stated date ≤30 days later; certified copy/certificate filed in relevant deed registry (§§ 10(d), 10A(c)–(d), 78(d)) |
Agreement may permit abandonment; state secretary petition available when corporation cannot comply with merger-vote procedure (§§ 10(b),(d), 7A) |
| Michigan verified 2026-10-03 | Michigan Nonprofit Corporation Act; domestic/foreign corporation and other business-organization routes have distinct conditions (§§ 450.2701, .2735, .2736a) |
Board plan names parties/survivor, member or director classes, conversion/consideration, and survivor article changes (§§ 450.2701(2), .2736a(1)(b)) |
Each board adopts plan; membership corporation board recommends or explains why not and may condition submission (§§ 450.2701(2), .2703a(2)(a)–(b)) |
Default majority of all entitled votes plus class vote; with >20 voting members, majority of votes held by attendees/proxies unless higher rule; unchanged-survivor exception (§ 450.2703a(2)(d)–(f)) |
Notice to members including nonvoters, with plan or summary; meeting notice generally 10–60 days; narrow >20-member nonvoter exception (§§ 450.2703a(2)(c),(h), .2404(1)) |
Directorship: majority of directors in office, ≥20-day notice; nonvoting membership members usually get notice; prebusiness/no-board/no-membership incorporators unanimous (§§ 450.2703a(2)(c),(h),(3), .2706) |
Charitable-purpose nonreligious entity: Attorney General notice before merger filing; filing requires court order, AG consent, or 120-day nonresponse affidavit (§§ 450.251–.252a) |
Each constituent signs/files certificate with plan/approval statements; endorsement effective unless later time within 90 days after delivery (§§ 450.2707, .2131(6)) |
Changed plan terms follow plan/approval rules; board may abandon before effect, with post-filing certificate within 10 days; ≥90%-vote subsidiary route has approval exceptions (§§ 450.2701, .2703a, .2711–.2713, .2741) |
| Minnesota verified 2026-10-03 | Chapter 317A corporations merge into a surviving ch. 317A corporation; foreign corporation may participate if its law permits; wholly owned LLC subsidiary route (§§ 317A.601, .651, .621) |
Plan names constituent/survivor corporations, terms, membership conversion, and survivor articles changes (§ 317A.611) |
Voting-member corporation: majority of all directors approves and submits plan to members; no statutory recommendation step (§ 317A.613, subd. 2) |
Majority of voting members voting on action; articles/bylaws may raise vote or require class voting (§§ 317A.613, subd. 2; .443, subd. 1) |
Notice to voting members with plan/summary; generally 5–60 days (articles/bylaws may shorten minimum); unanimous written action or ballot available (§§ 317A.613, subd. 2; .435, .445, .447) |
If no members with voting rights: board meeting and majority of all directors; notice includes plan copy (§ 317A.613, subd. 3) |
Donor-purpose assets cannot be diverted; specified charitable/501(c)(3) entities give AG notice and wait 45 days (one 30-day extension), except merger into 501(c)(3) requires certificate copy instead (§§ 317A.671, .811) |
Each constituent signs articles containing plan, approval, and AG notice statement; file with Secretary of State; effective on filing or later stated date (§§ 317A.615, .641) |
Changed proposal remains subject to plan/approval rules; pre-effect abandonment by constituents, board, or plan terms; file articles if already filed; wholly owned LLC route (§§ 317A.611, .613, .631, .621) |
| Mississippi verified 2026-10-03 | Chapter 11 permits a nonprofit to merge into business/nonprofit corporation, including eligible foreign parties (§§ 79-11-319, -327). |
Plan names each party/survivor and terms; survivor articles/bylaws changes optional; no separate membership-conversion term prescribed (§ 79-11-319). |
Board approves; board/member may condition submission or approval on higher vote or other basis (§ 79-11-321(1),(3)). |
Members approve by lesser of 2/3 votes cast or majority voting power; same per required class; governing documents may demand more (§ 79-11-321(1),(6)). |
All members get purpose and plan/summary; ordinary notice 10–60 days, 30-day minimum for specified mail; consent needs 80% voting power (§§ 79-11-321(4)–(5), -205, -203). |
No members: majority of directors in office; merger-purpose board notice, generally 2 days for special meeting; text does not expressly cover nonvoting-member corporations (§§ 79-11-321(2), -259). |
Merger article has no separate AG/court gate; survivor inherits obligations, with trust duties on disappearing-corporation property limited to affected property (§ 79-11-325). |
Survivor delivers articles containing plan and board/member/class vote statements to Secretary of State; filing or delay ≤90 days (§§ 79-11-323, -111). |
Recheck changed plan against approval rules; plan/board may abandon before filing subject to contracts; no distinct nonprofit parent shortcut in merger article (§§ 79-11-319–323). |
| Missouri verified 2026-10-03 | Chapter 355 permits nonprofit-to-business or nonprofit merger, including authorized foreign corporations; public benefit parties face listed combinations and court route (§§ 355.616, .621, .641) |
Plan names parties/survivor, terms, public benefit/religious membership conversion and mutual-benefit consideration; may amend survivor charter/bylaws (§ 355.616) |
Board approves; usual board act is quorum-majority present; board may condition submission on greater member vote or other basis (§§ 355.626(1),(3), .401) |
If members: lesser of two-thirds votes cast or majority voting power; required class vote uses same lesser-of test by class; higher/document rules and other-person written approval may apply (§ 355.626(1),(6)) |
Meeting notice to members includes purpose, plan/summary, and survivor documents for disappearing party; fair-and-reasonable 10/30–60-day notice; written consent ≥80% voting power or ballot (§§ 355.626(4)–(5), .251, .246, .266) |
No members: majority of directors in office plus board meeting notice stating merger purpose; with members, member approval follows voting rights (§ 355.626(1)–(2)) |
Public benefit merger outside listed combinations needs prior circuit-court approval after AG notice; specified business/mutual deal needs asset safeguards and ≥20-day AG plan notice; member value needs court approval (§§ 355.621, .646) |
Survivor files duplicate signed articles including plan, parties, approval/vote details and charter changes; default filing date or stated later date ≤90 days (§§ 355.631, .011, .026) |
Plan may include survivor charter/bylaw amendments; after adoption, abandonment before articles filed follows plan or board procedure, subject to contract rights (§§ 355.616(3), .626(7)) |
| Montana verified 2026-10-03 | Chapter 35-2 permits nonprofit into business or nonprofit survivor; public-benefit/religious limits and foreign-party rules apply (§§ 35-2-608–609, -613) |
Plan names parties/survivor and terms; distinguishes public-benefit/religious membership conversion from mutual-benefit consideration (§ 35-2-608) |
Board approves; it may condition submission on higher vote or other basis; charter-required third-person written approval applies (§ 35-2-610(1),(3)) |
Lesser of two-thirds votes cast or majority voting power; affected classes vote separately at same threshold (§ 35-2-610(1),(6)) |
Meeting notice to members with plan/summary and survivor documents; 80%-voting-power consent or written ballot with plan material (§§ 35-2-610(4)–(5), -529) |
No members: majority of directors in office with seven-day written meeting notice; § 35-2-610(2) does not expressly cover members lacking merger vote |
Public-benefit/religious survivor limits; court or AG approval for exceptions/member value, 20-day AG notice for specified business merger (§ 35-2-609) |
Survivor files plan and approval statements with Secretary of State; officer signs; filing or delayed date up to 90 days (§§ 35-2-611, -119, -121) |
Before articles filed, plan procedure or board may abandon subject to contract rights; §§ 35-2-608–611 state no parent shortcut |
| Nebraska verified 2026-10-03 | Chapter 21 permits nonprofit merger into business/nonprofit corporation, including eligible foreign parties, subject to charity limits (§§ 21-19,118–119, -123). |
Plan names parties/survivor, terms and membership conversion; mutual-benefit interests may receive securities, obligations, cash or property (§ 21-19,118). |
Board approves; board or members may condition submission/approval on higher vote or other basis (§ 21-19,120(a),(c)). |
Members: lesser of 2/3 votes cast or majority voting power; same per required class; documents may raise vote (§ 21-19,120(a),(f)). |
All members get purpose and plan/summary; notice ordinarily 10–60 days, 30 minimum for specified mail; consent needs 80% voting power (§§ 21-19,120(d)–(e), 21-1955, 21-1954). |
No members: majority of directors in office after 7-day written meeting notice; special route does not expressly cover nonvoting members (§§ 21-19,120(b), 21-1982(c)). |
Public-benefit/religious limits; some routes need district-court approval with AG notice, 20-day AG notice, or AG/court consent for member value (§ 21-19,119). |
Survivor files articles containing plan, approval facts and any court order with Secretary of State; authorized signer; filing or ≤90-day delay (§§ 21-19,121, 21-1903, 21-1906). |
Changed plan must meet approval rules; plan/board may abandon before articles filing, subject to contracts; no express nonprofit parent shortcut (§ 21-19,120(g)). |
| Nevada verified 2026-10-03 | NRS 92A permits domestic nonprofit mergers with other entities; foreign parties must satisfy home law and Nevada filing rules (§§ 92A.100, 92A.160, 92A.190). |
Written plan lists parties/survivor, terms, conversion or cancellation of interests/consideration; may amend survivor constituent documents (§ 92A.100). |
Board adopts and recommends to voting members, or states conflict/special-circumstance reason; may condition submission (§§ 92A.160(1)–(3), 82.271). |
Voting members: majority of a quorum; class vote for equivalent charter-amendment right, each class majority of its quorum; charter/board may require more (§§ 92A.160(4),(6)–(7), 82.291). |
Notice to nonprofit members under meeting rules, generally 10–60 days and purpose stated; member written consent or ballot available; plan-copy right if full plan not filed (§§ 92A.160(4)–(5), 82.336, 82.276, 82.326, 92A.220). |
If no members are entitled to vote on mergers, board adoption is operative; ordinary quorum majority of board and vote majority present unless documents vary (§§ 92A.160(1),(4), 82.271). |
Property vests in survivor without reversion or impairment; nonprofit member-distribution restriction remains relevant; articles filed with Secretary of State (§§ 92A.250, 82.136, 92A.200). |
Survivor files articles stating parties, approvals, survivor charter changes and plan custody; each corporation signs through officer; filing or delay ≤90 days (§§ 92A.200, 92A.220, 92A.230, 92A.240). |
Changed plan must satisfy approval rules; abandonment before filing or termination after filing/before delay; ≥90%-owned subsidiary route for qualifying nonprofit parent (§§ 92A.160, 92A.170, 92A.175, 92A.180). |
| New Hampshire verified 2026-10-03 | RSA 292:7 permits a Chapter 292 corporation to merge with or acquire another corporation formed under Chapter 292 |
Section 292:7 specifies no domestic plan terms or membership-interest conversion method; registered foreign nonprofit files a certified plan copy |
Majority of board or trustees at a meeting duly called for the merger (§ 292:7) |
Section 292:7 specifies the board majority, without a separate member vote or class threshold |
Section 292:7 requires a duly called board meeting; it states no merger-specific member notice or consent procedure |
The § 292:7 board-majority-at-meeting rule applies without a separate memberless or nonvoting-member procedure |
Record certified board vote with Secretary of State and local clerk; § 292:7 adds no merger-specific charitable review step |
Record certified board vote with Secretary of State and principal-place town/city clerk; no separate effective-time clause in § 292:7 |
Section 292:7 states no merger-plan amendment, abandonment, or subsidiary procedure |
| New Jersey verified 2026-10-03 | Title 15A permits domestic mergers and domestic–foreign combinations subject to each jurisdiction's law (§§ 15A:10-1(a), 10-7(a)) |
Board plan names parties/survivor, terms, charter changes, and membership conversion or consideration (§ 15A:10-1(b)) |
Each board approves the plan; with voting members, board directs submission to their meeting (§§ 15A:10-1(b), 10-4(a)) |
Two-thirds of votes cast, plus required class vote; charter/bylaws may raise or allow statutory lower threshold (§§ 15A:10-4(b), 5-12) |
Voting members get written notice 20–60 days before meeting with plan/summary; Chapter 10 consent has special notice/wait (§§ 15A:10-4(a), 5-6) |
No voting members: two-thirds of trustees present at purpose-called meeting, unless higher rule; unanimous trustee written consent available (§§ 15A:10-3, 6-7(c)) |
Existing property trusts survive merger; Secretary of State forwards certificate copy to Attorney General (§§ 15A:10-6(d), 10-5(b)) |
Each party executes certificate with plan and approval figures; original and copy filed; effective on filing or stated date ≤30 days later (§ 15A:10-5) |
Greater-than-majority member action needs like vote to modify; plan may authorize abandonment before effect, with certificate if already filed (§§ 15A:5-12(d), 10-8) |
| New Mexico verified 2026-10-03 | Nonprofit Corporation Act allows two or more domestic nonprofits to merge; foreign nonprofit parties may join if their home law permits (§§ 53-8-2(A)–(C), 53-8-40, 53-8-45) |
Plan names parties/survivor, terms, survivor-article changes, and any other desired provisions; member-interest treatment belongs in transaction terms (§ 53-8-40(B)) |
Board adopts resolution approving plan and directs voting-member submission; no voting members means board meeting approval by majority of directors in office (§ 53-8-42(A)) |
At least two-thirds of votes voting members present or represented by proxy may cast; class rights come from articles/bylaws (§§ 53-8-42(A)(1), 53-8-11) |
Voting members receive written plan or summary with meeting notice, ordinarily 10–50 days beforehand; unanimous written member consent can replace meeting (§§ 53-8-42(A)(1), 53-8-14(A), 53-8-97) |
No members or none entitled to vote: plan passes at board meeting by majority of directors in office (§ 53-8-42(A)(2)) |
Act's defined merger parties are nonprofits; Secretary of State checks articles for conformity before filing (§§ 53-8-2(A)–(C), 53-8-43(B)) |
Each corporation's two officers sign articles with plan and approval statements; deliver original/copy to Secretary of State; $20; effective on delivery or stated date ≤30 days later unless disapproved (§§ 53-8-43–44, 53-8-85(D)) |
Plan may set prefiling abandonment terms; changes to survivor articles take effect through merger plan; ordinary plan/approval route applies (§§ 53-8-40(B)(3)–(4), 53-8-42(B), 53-8-44(B)(6)) |
| New York verified 2026-10-03 | Not-for-Profit Corporation Law art. 9: domestic mergers or consolidations; foreign parties if their law permits; limited business-corporation survivor route (§§ 901, 906, 908). |
Plan identifies parties, survivor, membership and voting classes, interest conversion or consideration, and charter changes (§ 902(a)). |
Each board adopts plan by two-thirds of directors present with quorum, or the otherwise-required number (§ 902(a)). |
Voting members: two-thirds of votes cast, with affirmative votes at least equal to quorum; governing documents may require more (§§ 903(a)(2), 613(c), 615(a)). |
Notice to every member, including nonvoters, with plan or material outline; ordinary meeting-notice timing applies to voting members (§§ 903(a)(1), 605(a)). |
With no members entitled to vote, member approval is deemed given on board adoption under § 902 (§ 903(a)(3)). |
Charitable constituent or result: Supreme Court order or attorney-general approval before filing; purpose-specific § 404 consents may also apply (§§ 907, 907-b, 909). |
Each constituent signs certificate for Department of State; effective on filing or stated later date within 30 days; certified county copies follow (§§ 904–905). |
Plan may be abandoned before certificate filing if its terms allow; court may require a modified plan to return to members (§§ 903(b), 907-a(d)). |
| North Carolina verified 2026-10-03 | N.C. Gen. Stat. §§ 55A-11-01, -06, -08, -09: nonprofits may merge with domestic/foreign nonprofits, business corporations, or eligible unincorporated entities, subject to each party's law. |
Plan names parties/survivor, terms, and membership conversion; unincorporated-entity plan also states interest cancellation/conversion and survivor charter changes (§§ 55A-11-01(b), -09(c)). |
Board approves; articles may require another person's written approval; board or members can condition approval on higher vote or another basis (§ 55A-11-03(a),(c)). |
Voting members: two-thirds votes cast or majority of votes entitled, whichever less; same test for a required class; greater governing-document or conditional threshold controls (§ 55A-11-03(a),(c),(f)). |
Meeting notice to entitled voters has plan/summary and survivor documents; generally 10–60 days, or 30–60 by slower mail; written consent/ballot material also carries plan/summary (§§ 55A-11-03(d)–(e), -7-05(c)). |
No members entitled to merger vote: majority of directors then in office; at least five days' written board-meeting notice states merger purpose (§ 55A-11-03(b)). |
Charitable/religious parties need permitted survivor or asset-protection route absent court approval; specified asset route needs 30-day AG notice, extendable 30 days; 2026 law adds qualifying disregarded single-member LLC route (§ 55A-11-02). |
Survivor files officer-executed articles naming parties/survivor and certifying approval; effective when articles become effective; unincorporated route has separate filing particulars (§§ 55A-1-20(b), -11-04(a)–(b), -09(d)–(e)). |
Plan amendment as plan permits; before effectiveness, board may abandon if plan silent; postfiling correction/abandonment amendment required before effective time (§§ 55A-11-03(g), -11-04(a1)). |
| North Dakota verified 2026-10-03 | Chapter 10-33 permits domestic nonprofits to merge into one chapter corporation; foreign corporation combinations if foreign law permits (§§ 10-33-85, -92) |
Plan names parties/survivor, terms, membership conversion basis, survivor article changes, other desired terms (§ 10-33-86) |
With voting members: affirmative majority of all directors adopts resolution and submits plan; no separate recommendation (§ 10-33-87(2)) |
Majority of voting members voting on action, unless articles/bylaws require greater vote (§ 10-33-87(2)) |
Meeting notice to each voting member with plan/summary; ordinary 5–50 days subject to articles/bylaws (§§ 10-33-87(2), -68(4)) |
No voting member: majority of all directors at meeting, with plan copy in director notice; higher governing-document vote controls (§ 10-33-87(3)) |
Charitable asset holder or § 501(c)(3): Attorney General notice and 45-day wait (possible 30-day extension), except qualifying § 501(c)(3) survivor route; hospital rules may also apply (§§ 10-33-85(3), -122) |
Signed articles include plan, approvals and AG notice/exception statement; file with Secretary of State; effective on filing or stated later date (§§ 10-33-88, -90(1)) |
Before effectiveness, constituent approval/plan condition or director resolution may abandon; filed plan needs articles of abandonment; no separate parent shortcut stated (§ 10-33-89) |
| Ohio verified 2026-10-03 | Ohio Rev. Code §§ 1702.41, .411: domestic nonprofit plus other domestic or foreign entities; domestic nonprofit or other eligible survivor. |
Agreement identifies parties, survivor and terms; other-survivor route also states the mode of carrying them out; survivor details follow the applicable route (§§ 1702.41(A)(3), .411(A)(3)). |
Each domestic nonprofit's directors approve the agreement; specified officers sign it (§§ 1702.41(A)(2), .411(A)(2)). |
Majority of voting members present with quorum; articles/regulations may set another proportion; required class and special-action votes also apply (§ 1702.42(B)(1)). |
Meeting notice goes to voting members with a copy or summary of material agreement terms; remote, mail, and permitted proxy voting are recognized (§ 1702.42(A)–(B)). |
Directors approve the agreement; § 1702.42(A) sends it only to members entitled to vote on it (§§ 1702.41(A)(2), .42(A)). |
Public benefit party generally needs common-pleas-court approval with attorney-general notice; survivor and asset-protection exceptions; other-survivor asset route has 20-day AG notice and possible 60-day extension (§§ 1702.41(B), .411(B)). |
Each party's authorized representative signs a certificate for the Secretary of State; required statements and any charter attachments; effective on required filings or stated later date (§ 1702.43(A)–(C)). |
Meeting can adopt agreement amendments; prefiling abandonment needs agreement authority or the action needed to adopt the agreement (§§ 1702.41(A)(4)(b), .42(B)–(C)). |
| Oklahoma verified 2026-10-06 | General Corporation Act nonstock route; domestic nonstock parties, domestic stock combinations, and foreign nonstock/stock combinations have separate sections (§§ 1004.1, 1084-1087). |
Agreement states terms, implementation, survivor charter changes or resulting charter, treatment/cancellation of memberships and consideration; outside facts allowed if their operation is stated (§ 1084(B)). |
Each nonstock governing body resolves to approve the agreement; the merger article does not prescribe a separate recommendation (§ 1084(B)). |
Ordinarily majority of all members entitled to elect the governing body plus other members given a merger vote by certificate/bylaws, for each constituent; no separate class tally stated (§ 1084(C)). |
Mail eligible voting members meeting notice at least 20 days ahead, with agreement or brief summary; in-person/proxy vote. Qualifying written/electronic member consent under § 1073(B), with prompt notice after less-than-unanimous action (§§ 1084(C), 1073). |
If only governing-body members may vote for directors or merger, majority of all governing-body members adopts the agreement; no further member or board action (§ 1084(D)). |
Merger may not cause a charitable nonstock corporation to lose or impair charitable status; cited merger provisions state this restriction without a separate prefiling official approval step (§§ 1084(G), 1086(G), 1087(D)). |
File adopted agreement or optional certificate of merger with Secretary of State; certificate gives parties, approval, survivor, charter changes, plan location and free-copy promise. Domestic nonprofit survivor fee $25; effective on filing or stated time within 90 days (§§ 1084(C), 1081(C), 1007(D), 1142(A)(11)). |
Agreement may reserve pre-effectiveness board termination or amendment, subject to member-protection limits; file certificate if changed after filing but before effect. Memberless governing-body route is the express streamlined path (§§ 1084(D)-(E), 1081(D)). |
| Oregon verified 2026-10-03 | Chapter 65 lets nonprofit merge with business/nonprofit corporation, including eligible foreign party; public benefit/religious survivor limits apply (§§ 65.481, .484, .497, .504). |
Plan names parties/survivor, terms, interest conversion or consideration; survivor-article amendments optional (§ 65.481(2)–(3)). |
Board approval required; ordinary board quorum is majority in office and action is majority present; board may condition submission/effect (§§ 65.487(1)–(3), 65.351). |
Mutual benefit: lesser of 2/3 votes cast or majority voting power; public benefit/religious: majority votes cast; article-change classes vote separately (§ 65.487(1), (6)). |
Members receive meeting purpose and plan/summary with survivor terms/documents, ordinarily ≥7 days; consent and ballot routes available (§§ 65.487(4)–(5), 65.214, 65.211, 65.222). |
No members entitled to vote: board approves after purpose-stated board-meeting notice; ordinary board quorum/vote rules apply (§§ 65.487(2), 65.344(2), 65.351). |
Public benefit/religious: AG gets plan ≥20 days prefiling; survivor/value restrictions, with prior AG consent or court approval for exceptions or member value (§§ 65.484(1)–(3), 65.494(4)). |
Survivor files articles plus plan or address/free-copy declaration, votes and required approvals; effect on filing or delay ≤90 days (§§ 65.491, 65.004, 65.011). |
Before articles filing, plan or board procedure may abandon subject to contract rights; §§ 65.481–.504 state no separate plan-amendment or parent short-form route (§ 65.487(7)). |
| Pennsylvania verified 2026-10-03 | 15 Pa.C.S. Ch. 3: domestic entities may merge with domestic or authorized foreign associations; regulated and excluded-entity limits apply (§§ 318, 331). |
Record-form plan: parties, survivor, interest conversion or cancellation, organic-record changes, and other terms (§ 332(a)). |
Plan proposed by board/other-body resolution, qualifying 10% member petition unless articles vary, or bylaw method (§ 322(a)). |
Majority of votes members present are entitled to cast; same measure for an entitled class; member-adopted bylaws may require more (§§ 322(d), 5757(b)). |
All members get record-form notice with plan or summary and offer of survivor rules; voting-member meeting notice at least 10 days; § 5766 consent route (§§ 322(c), 5704(b), 5766). |
If no members are entitled to vote, adoption occurs when board or other body adopts plan under § 322(a) (§ 322(e)). |
Charitable property cannot be diverted by merger absent court order; other required regulatory notices or approvals remain applicable (§§ 314(a), (c), 5547(b)). |
All merging associations sign statement for Department of State; signed compliant plan may substitute; effective under § 136(c), with foreign-survivor later-of rule (§§ 335, 136). |
Each party consents unless plan varies; material amendments renew affected member vote; abandon before effect and file statement if merger filing delivered (§ 334). |
| Rhode Island verified 2026-10-03 | Chapter 7-6 permits two or more entities, including nonprofit/business corporations and LLCs; foreign parties follow their own law (§§ 7-6-43, -48) |
Each entity adopts plan naming parties/survivor, terms, survivor article changes, optional provisions; no conversion formula stated (§ 7-6-43(b)) |
For voting-member corporation, board resolution approves plan and sends it to members (§ 7-6-45(a)(1)) |
Majority of votes members present or by proxy are entitled to cast; higher member/class vote in articles or bylaws controls (§§ 7-6-45(a)(1), -102) |
Written plan/summary notice to voting members, ordinarily 10–60 days; all voting members may consent in writing (§§ 7-6-45(a)(1), -19, -104) |
No members or none entitled to vote: majority of directors in office at a board meeting (§ 7-6-45(a)(2)) |
Secretary of State checks articles for conformity and fees before issuing merger certificate; §§ 7-6-43–48 state no separate charitable review |
Articles carry plan, approval statements, survivor identity, any later date; Secretary of State issues certificate; § 7-6-47(a) says merger effected on issuance (§§ 7-6-46–47) |
Plan may provide abandonment before filing; §§ 7-6-43–48 state no merger-plan amendment or parent shortcut |
| South Carolina verified 2026-10-03 | Nonprofit with nonprofit/business corporation, LLC, partnership, or LP, subject to public-benefit/religious limits; foreign corporations conditional (§§ 33-31-1101–1102, -1106) |
Plan names parties/survivor, terms, and membership treatment; mutual benefit can convert interests into cash/securities; survivor document changes optional (§ 33-31-1101) |
Board approves plan; no separate recommendation step stated; articles can require third-person written approval (§ 33-31-1103(a)) |
Members: two-thirds of votes cast or majority voting power, whichever less; affected class separate; termination of all memberships/classes needs two-thirds cast by each class (§ 33-31-1103(a),(e),(g)) |
Meeting notice with plan/summary and specified survivor documents; 10–60 days (30 minimum for slower mail); written consent/ballot solicitation includes same materials (§§ 33-31-1103(c)–(d), -705) |
No voting members: majority of directors in office, merger-purpose board notice; truly memberless corporation gets seven-day written director notice (§§ 33-31-1103(b), -822(c)) |
Public benefit/religious mergers face Richland court/AG-notice gate or narrow permitted-survivor and asset-transfer conditions; (a)(4) route needs AG notice ≥20 days (§ 33-31-1102) |
Survivor files articles with plan, approval/tally and third-person statements; filing effective unless delayed, at most 90 days (§§ 33-31-1104, -123) |
Before filing, plan/board procedure may abandon merger; changed plan follows plan/approval requirements; Article 11 describes ordinary merger route (§§ 33-31-1101, -1103(f)) |
| South Dakota verified 2026-10-03 | Chapter 47-25: domestic nonprofits with domestic or foreign corporations; foreign law must permit a cross-border merger (§§ 47-25-1, -18–19) |
Plan names parties/survivor, terms, survivor article changes and desired terms; chapter states no interest-conversion formula (§ 47-25-1) |
For voting-member corporation, board resolves to approve plan and submit it to members (§ 47-25-6) |
At least two-thirds of votes entitled to be cast by members present or by proxy; higher member/class vote in articles or bylaws controls (§§ 47-25-7, 47-23-23) |
Voting members get plan/summary; ordinary meeting notice 10–50 days unless charter/bylaws vary; unanimous written consent permitted (§§ 47-25-6, 47-23-6–7) |
No members or none entitled to vote: majority of directors in office at board meeting (§ 47-25-8) |
Merger of at least 30% of nonprofit assets: Attorney General notice at least 10 days before; Secretary of State report within 60 days after (§ 47-24-17) |
Officer-executed original and copy articles with plan and approval statements; Secretary of State issues certificate; effective on issuance (§§ 47-25-10–12) |
Plan may allow abandonment after approval but before filing; chapter states no special plan-amendment or parent-subsidiary route (§§ 47-25-9, -23) |
| Tennessee verified 2026-10-04 | Nonprofit Corporation Act; domestic/foreign nonprofit or eligible business/unincorporated parties; public-benefit limits (§§ 48-61-101(2), -102(a)–(b), -122) |
Organic-document plan names parties/survivor, terms, membership/interest conversion and new/amended survivor documents (§ 48-61-102(c)) |
Each domestic nonprofit board adopts plan; sends voting members plan and recommendation or conflict explanation; may condition submission (§ 48-61-104(1)–(3)) |
Each required group: majority of all votes entitled; class/series vote for affected charter/bylaw rights or charter/agreement right; higher vote may apply (§ 48-61-104(5)–(6)) |
Meeting notice to all members, including nonvoters, with plan and survivor charter/organic-document copy or summary; general written-consent law applies (§§ 48-61-104(4), 48-57-104) |
Board adopts if no members entitled to vote; member vote also excused for unchanged survivor within 20% caps; 90%-owned parent route has own vote rules (§§ 48-61-104(1)–(2), (7), -105) |
Public-benefit survivor/recipient limits and restricted-property protection; AG plan notice and 45-day hold; articles certify court order or AG no-enforcement letter (§§ 48-61-122–123, -107(a)(5)) |
Each party's officer/representative signs articles with names, effective date, charter changes and approval statements; $100 SOS filing; effective on articles' date, delay up to 90 days (§§ 48-61-107, 48-51-303(a)(17), -304) |
Plan may reserve prefiling changes, but protected terms cannot change after member approval; pre-effectiveness abandonment, with filed statement if articles already filed; 90%-owned parent route (§§ 48-61-102(f), -105–106) |
| Texas verified 2026-10-03 | Business Organizations Code Chs. 10 and 22; domestic nonprofit may merge with eligible organizations subject to charitable-status and survivor limits (§§ 10.001, .010) |
Written plan names parties/survivors/new entities, entity forms, interest conversion/cancellation, and new formation documents (§ 10.002(a)) |
Voting-member route: board resolution approves plan and submits it to members; member-managed corporation uses its own meeting route (§§ 22.251(c)-(d), .202(a)) |
Generally 2/3 of votes members present/proxied may cast; separate class 2/3 where entitled; certificate may require more (§ 22.164(b)-(c)) |
Voting members get purpose notice and plan/summary; ordinary nonchurch meeting notice 10–60 days before meeting (§§ 22.253, .156(a)) |
No members or none with voting rights: majority of directors in office (§§ 22.251(b), .164(b)(3)) |
Merger cannot impair nonprofit charitable status; foreign for-profit cannot survive domestic nonprofit merger; § 10.010 specifies no state-official approval step |
Certificate signed by party representatives; file with secretary of state, with plan or statutory summary and approval statement; effective on acceptance unless applicable Chapter 4 time (§§ 10.151, .153, .007) |
Plan may be abandoned before effect under plan/governing authority; filed certificate uses § 4.057 route; parent with at least 90% of each class/series may use short form (§§ 10.201–.202, .006) |
| Utah verified 2026-10-03 | Chapter 1a Part 7 permits nonprofit merger with eligible domestic/foreign entities; foreign participation needs home-law authorization (§§ 16-1a-702, 16-1a-101). |
Plan lists each party/survivor identity, jurisdiction and type, interest conversion, survivor organic changes, terms, and required additions (§ 16-1a-703). |
Board normally manages corporate powers, subject to charter delegation; board quorum usually majority in office and action majority present; Part 7 sets no express recommendation (§§ 16-6a-801, -816; 16-1a-704). |
Approval follows organic law/rules; absent an applicable merger-approval rule, each interest holder entitled to vote/consent must favor plan; affected holder liability requires individual approval (§§ 16-1a-704, -101). |
Voting-member meeting notice follows bylaws/fair-reasonable rule, with 10-day safe harbor and purpose description; written consent or ballot routes apply (§§ 16-6a-704, -707, -709). |
With no holder entitled to vote, board/authorized charter delegate handles corporate action under ordinary board rules; check any organic-rule approval term (§§ 16-1a-704, 16-6a-801, -816). |
Charitable-purpose property remains held to extent law allows; gifts and trust obligations pass to acquiring entity; required governmental notice/approval still applies (§ 16-1a-709). |
Each party signs Division statement with identity, approvals and survivor organic record; qualifying signed plan may substitute; filing or stated delay ≤90 days (§ 16-1a-706). |
Plan amendment generally needs each party and renewed votes for protected changes; abandonment before effectiveness and postfiling statement route (§ 16-1a-705). |
| Vermont verified 2026-10-03 | Title 11B Chapter 11: domestic nonprofit into business/nonprofit survivor; foreign corporations also eligible if their law permits (§§ 11.01, 11.06) |
Plan names parties/survivor, terms, public-benefit or mutual-benefit membership treatment, survivor charter/bylaw changes (§ 11.01) |
Board approves and may condition submission on higher vote or other basis (§ 11.03(a), (c)) |
Two-thirds of votes cast or majority voting power, whichever less; separate class on comparable charter/bylaw amendment right (§ 11.03(a), (f)) |
Meeting notice with plan and survivor documents; § 7.05 fair-notice safe harbor 10–60 days (30 if lower-class mail); written consent/ballot route (§§ 11.03(d)–(e), 7.05) |
No members: majority of directors in office, with seven-day written board notice; § 11.03(b) does not expressly extend this shortcut to nonvoting members (§§ 11.03(b), 8.22(c)) |
Public benefit: 20-day AG plan notice; survivor limits, possible Washington County Superior Court order; AG/court consent for member consideration (§ 11.02) |
Survivor files articles with plan and approval/vote statements; default on filing, delayed up to 90 days (§§ 11.04, 1.23) |
Plan may be abandoned before filing under plan or board procedure, subject to contracts; Chapter 11 states no distinct parent shortcut (§ 11.03(g)) |
| Virginia verified 2026-10-03 | Nonstock Corporation Act permits domestic/foreign nonstock corporations and eligible entities, subject to foreign party's organic law (§ 13.1-894(A)–(B)) |
Plan identifies parties/survivor, terms, interest or acquisition-right conversion, and domestic survivor charter changes (§ 13.1-894(C)) |
Board adopts and submits plan, recommends approval or explains special reason not to; may condition submission (§ 13.1-895(A)–(B)) |
Each required group: more than two-thirds of votes cast with quorum; articles may vary, floor majority cast; unchanged survivor exception (§ 13.1-895(D)–(F)) |
All members, including nonvoters, get plan/summary and purpose; merger meeting notice 25–60 days; written consent route (§§ 13.1-895(C), 842(A), 841) |
No members or voting members: majority of directors in office at board meeting (§ 13.1-895(G)) |
Attorney General may seek judicial protection of charitable assets; Commission checks articles and fees before certificate (§§ 2.2-507.1(A), 13.1-896(B)) |
Each party signs articles with plan and approval data; survivor files with Commission; certificate effective on issue or delayed ≤15 days (§§ 13.1-896, 806(A)) |
Certain postvote plan changes need renewed member approval; pre-effect abandonment follows plan/board, with all-party filing after articles filed (§§ 13.1-894(F), 897.1); parent route starts 2027 (§ 13.1-895.1) |
| Washington verified 2026-10-03 | Nonprofit Corporation Act permits domestic/foreign nonprofits and eligible entities, subject to charitable limits and foreign organic law (§§ 24.03A.715–.730) |
Record plan names parties/survivor, terms, interest conversion, organic-record changes, and charitable status/compliance (§ 24.03A.730(4)) |
Board adopts, recommends or explains special reason not to, may condition submission; required third-party approvals carry through (§§ 24.03A.735(1)–(3),(10), .705) |
Majority of members entitled to vote at quorum meeting plus majority in required group; specified conversions/rights changes trigger group vote (§ 24.03A.735(5)–(7)) |
All members get merger purpose, plan/summary, survivor documents; meeting notice generally 10–60 days; unanimous consent or ballot possible (§§ 24.03A.735(4), .410, .475, .480) |
Board adoption alone if no voting members; default majority of directors present with quorum; nonvoting members receive 5-day advance board-meeting notice (§§ 24.03A.735(9), .565) |
Charitable assets cannot be diverted; charitable survivor limits and benefit bar; some noncharitable holders need AG/court approval after 20-day notice (§§ 24.03A.715, .720, .725) |
Each party signs articles with approval/charitable statements; survivor files with Secretary of State; effective on filing or specified delay ≤90 days (§§ 24.03A.740, 23.95.210) |
Postvote plan cannot change consideration, survivor organic records, or materially adverse terms; pre-effect abandonment follows plan/board, with filed statement if articles filed (§§ 24.03A.730(5), .750) |
| West Virginia verified 2026-10-03 | Domestic nonprofit may merge with domestic/foreign corporation or other entity if each other party's governing law permits it (§ 31E-11-1101(a)–(b)) |
Plan identifies parties/survivor, terms, membership conversion/consideration, and survivor/new-entity organizational documents (§ 31E-11-1101(c)) |
Each board approves and ordinarily recommends to voting members; special circumstances may justify no recommendation with explanation; board may condition submission (§ 31E-11-1102(a)–(c)) |
Two-thirds of votes cast by entitled members or each required class; article/board higher vote and asset-sale/dissolution additional vote can apply (§ 31E-11-1102(e)–(g)) |
Voting members get 10–60-day meeting notice naming merger purpose and plan/summary; unanimous written consent or authorized mail/electronic ballot may substitute (§§ 31E-11-1102(d), 31E-7-705(a), 31E-7-704) |
No members or none entitled to merger vote: board adopts plan; unchanged survivor with identical member rights needs no survivor member vote (§ 31E-11-1102(h),(j)) |
Secretary of State withholds certificate for unqualified foreign survivor until specified tax/employment clearance notices arrive (§ 31E-11-1103(c)) |
Survivor files articles containing plan, board/member approval statements and class vote counts; effective when Secretary of State issues certificate (§ 31E-11-1103(a)–(b)) |
Plan may permit prefiling amendment, but post-member-vote consideration/rights changes are barred; board/plan may abandon before filing; unchanged survivor member-vote exception (§§ 31E-11-1101(e), 31E-11-1102(h)–(i)) |
| Wisconsin verified 2026-10-03 | Chapter 181, subch. X permits domestic nonstock corporations to merge with domestic/foreign constituent entity types when each governing law permits and each party approves (§ 181.1101) |
Recorded plan names parties/type/law, terms, interest conversion or consideration, and survivor organizational changes or new documents (§ 181.1102) |
With voting members, board approves unless articles provide otherwise; without voting members, majority of directors in office plus purpose-stated board notice (§ 181.1103(1m)(b)–(c)) |
Voting members: lesser of two-thirds votes cast or majority voting power; required class vote uses same lesser-of test by class; higher governing rules/third-person approval may apply (§ 181.1103(1m)(c),(f)) |
Voting-member meeting gets ≥20-day notice with purpose, plan/summary and applicable survivor documents; consent default ≥80% power, adjustable ≥50%; ballot only if documents permit (§§ 181.1103(1m)(d)–(e), 181.0704, .0708) |
No members with voting rights: majority of directors in office; board meeting notice states merger purpose; other parties approve under their law (§ 181.1103(1m)(b),(4m)) |
Charitable-purpose property cannot be diverted from donated objects; entity may seek circuit-court compliance determination; later-payable gifts generally pass to survivor (§§ 181.11002, .1108) |
File articles with department naming parties/survivor and approvals, public charter changes, and private-plan availability; signed filing; effective on receipt or stated time/date ≤90 days later (§§ 181.11045, .0208, .0209) |
Plan or original-approval method controls amendment/abandonment before effect; after filing, affected articles require filed signed amendment or abandonment statement (§ 181.1103(2m)–(3m)) |
| Wyoming verified 2026-10-03 | Title 17 Ch. 19 Art. 11 permits nonprofits into business/nonprofit survivor, including eligible foreign corporations (§§ 17-19-1101, -1106) |
Plan names parties/survivor, terms, public-benefit/religious or mutual-benefit membership treatment; may state survivor charter/bylaw changes (§ 17-19-1101) |
Board approves and may condition submission on higher vote or other basis (§ 17-19-1103(a), (c)) |
Two-thirds of votes cast or majority voting power, whichever less; class vote for comparable charter/bylaw amendment rights (§ 17-19-1103(a), (f)) |
Meeting notice with plan and survivor documents; 10–60 day fair-notice period; written consent/ballot materials specified (§§ 17-19-1103(d)–(e), 17-19-705) |
No members: majority of directors in office and seven-day written board notice; express rule does not cover existing nonvoting members (§§ 17-19-1103(b), 17-19-822(c)) |
Public benefit/religious survivor limits or district court approval; 20-day SOS notice for business/mutual route; AG/court consent to member consideration (§ 17-19-1102) |
Survivor files articles including plan, member-class vote or board and third-party approval statements; on filing or delayed up to 90 days (§§ 17-19-1104, 17-19-123) |
Plan may be abandoned before articles filing under plan or board procedure, subject to contracts; Article 11 states no separate parent shortcut (§ 17-19-1103(g)) |
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