Arizona Corporation Merger Agreement and Approval Packet

ARIZONA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Arizona domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. This packet uses A.R.S. §§ 10-1101-10-1105 together with the Arizona Entity Restructuring Act, §§ 29-2201-29-2206. It excludes the 90%-owned subsidiary route, foreign or cross-entity constituents, professional or benefit corporations, nonprofit or regulated entities, divisions, conversions, domestications, and contested-control transactions.

Current filing terminology matters. Arizona now files a statement of merger under § 29-2205. Do not use the former “articles of merger under § 10-1105 / effect under § 10-1106” map. Current § 10-1105 governs publication or Commission database posting, and the merger's effect is governed by § 29-2206.

Keep four records separate. The negotiated transaction agreement, statutory plan of merger, corporate approval record, and Commission statement of merger are different records. A signed commercial agreement does not itself complete the statutory plan, approval, or filing.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm each constituent is an active Arizona domestic business corporation and reconcile its articles, bylaws, stock ledger, voting agreements, options, warrants, board records, known place of business, statutory agent, and annual-report status.

☐ Confirm the transaction is not the at-least-90%-owned subsidiary route in § 10-1104 and does not require foreign-law, cross-entity, professional, benefit-corporation, nonprofit, regulated-entity, or other specialized analysis.

☐ Inventory securities, liens, contracts, permits, debt, employee plans, litigation, taxes, real property, and foreign qualifications. Obtain third-party and regulatory consents separately.

☐ Run securities, fiduciary-duty, conflicts, antitrust, tax, labor, benefit-plan, privacy, industry, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] among [TARGET] ("Target"), [PARENT] ("Parent"), and [MERGER SUB] ("Merger Sub"). Subject to the statutory plan and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub will cease as a separate entity, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of waivable conditions.

The parties will not deliver the statement of merger until the approval certificate in Section 4 is complete. Retain the accepted statement, plan, approvals, notices, and Commission receipt in the closing record.

2.2 Consideration

Schedule 2 must state, for each class or series, outstanding shares, conversion or cancellation, consideration, fractional-share treatment, withholding, exchange mechanics, and treatment of treasury, Parent-owned, Merger-Sub-owned, option, warrant, and equity-award interests.

Do not assume that holders or voting groups can be treated differently. Reconcile every class and series to the articles, plan-approval rules, applicable fiduciary duties, securities law, and appraisal-rights analysis.

2.3 Representations and schedules

Each party makes only the representations selected and completed in its disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears here.

2.4 Interim covenants

Schedule 4 must identify the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

2.5 Conditions

Closing conditions are limited to those selected in Schedule 5, including statutory approvals, required third-party and governmental consents, absence of a prohibitory order, selected representation bring-down standards, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No contractual waiver replaces a statutory approval, dissenters' procedure, or filing requirement.

2.6 Amendment, termination, and abandonment

Schedule 6 must address mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, fees, expenses, survival, and consequences.

Under § 29-2204, amendments that change consideration, surviving organizational documents, or other materially adverse terms require the affected voting interest holders' approval. After approval and before effectiveness, abandonment follows the plan or the statute. After filing, abandonment is available only for a delayed-effective filing and requires a timely statement of abandonment signed on behalf of each merging entity.

2.7 Risk allocation

If post-closing recourse is intended, Schedule 7 must identify responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or cap applies by default.

2.8 Governing law and forum

Arizona law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts located in [COUNTY], Arizona. Arbitration is excluded. Any contractual jury waiver applies only to the fullest extent enforceable and does not alter § 10-1330(D), which provides no jury trial in the statutory appraisal proceeding.

3. EXHIBIT A — STATUTORY PLAN OF MERGER

Each board must adopt the plan before it is submitted for shareholder approval.

PLAN OF MERGER

1. Merging entities. Target and Merger Sub are Arizona domestic business corporations.

2. Surviving entity. Target will survive. State its exact name, Arizona jurisdiction, and entity type.

3. Interest conversion.

4. Public organizational document. Target's articles will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Private organizational documents. Target's bylaws or other recorded private documents will: ☐ remain unchanged; or ☐ be amended exactly as stated here.

6. Other terms and conditions. [Insert reviewed terms required by constituent law or organizational documents.]

7. Amendment and abandonment. [State the permitted procedure, subject to § 29-2204.]

8. Effective time. The merger becomes effective on Commission-approved filing or at [LATER DATE / TIME], no more than 90 days after delivery.

The plan must contain all items required by § 29-2202. A plan signed on behalf of all merging entities may be filed instead of a separate statement only if it meets § 29-2205(B) and expressly provides for that filing treatment.

4. CORPORATE APPROVAL RECORD

4.1 Board action

Under §§ 10-1102 and 10-1103, record each board's adoption and recommendation or its disclosed special-circumstances determination.

4.2 Meeting notice

For each constituent, notify every shareholder, whether or not entitled to vote, in accordance with § 10-705. State that considering the plan is a meeting purpose and include a copy or summary of the plan.

If the action creates dissenters' rights, the meeting notice must also state that shareholders are or may be entitled to assert those rights and include a copy of Title 10, Chapter 13, Article 2.

4.3 Shareholder and voting-group approval

Unless law, articles, or a board condition requires more, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast by that group. Analyze separate voting groups under § 10-1103(F).

The surviving corporation may avoid a shareholder vote only if every condition in § 10-1103(G) is met, including no disqualifying articles change, unchanged share rights and numbers for existing holders, and both the voting-share and participating-share 20% tests. Do not infer that exception from deal structure alone.

5. DISSENTERS' RIGHTS AND APPRAISAL CALENDAR

Classify eligibility under §§ 10-1301 and 10-1302 for each class and holder group. In a merger, the right generally depends on whether shareholder approval is required and the holder is entitled to vote; the 90%-subsidiary route has its own coverage. Redeemable investment-company shares and, unless the articles provide otherwise, specified exchange-listed, Nasdaq national-market, or 2,000-holder classes are excluded.

Statutory steps

The payment package must include the financial statements, fair-value estimate, interest explanation, demand-right statement, and statutory article required by § 10-1325. Apply § 10-1327 separately to after-acquired shares.

If the merger is not taken within 60 days after the demand-and-deposit deadline, return certificates and release restrictions under § 10-1326; repeat the notice and demand process if the action is later taken.

Under § 10-1330, the corporation—not “either party”—commences the appraisal proceeding. Venue is the county of the corporation's principal office or Arizona known place of business as the statute specifies. The court has plenary and exclusive jurisdiction, and there is no jury trial. Costs and attorney/expert fees are allocated only under § 10-1331; do not promise a prevailing-party award.

6. STATEMENT OF MERGER AND EFFECTIVENESS

Prepare the Commission's current Form M075, Statement of Merger, or a compliant custom statement. Under § 29-2205, the statement is signed on behalf of each merging entity and must include, as applicable:

☐ name, jurisdiction, and type of each disappearing entity;

☐ name, jurisdiction, and type of the survivor;

☐ survivor's Arizona known-place-of-business address and statutory-agent name/address;

☐ any delayed effective date/time, no more than 90 days after delivery;

☐ statement that each domestic entity approved the merger;

☐ exact surviving-articles amendment, if any, as an attachment; and

☐ new statutory-agent acceptance if the statement appoints one.

As verified on 2026-07-29, the current M075 instructions state that a statement filed on behalf of an Arizona corporation has a $100 nonrefundable filing fee. Any separately filed attachment carries its own fee. Recheck the live form, cover sheet, identity-verification requirements, portal, fee, and accelerated-service rules immediately before submission.

Publication or Commission posting

Do not promise newspaper publication as universally mandatory. Under § 10-1105, within 60 days after approval of the filing, either:

1. a copy of the statement is published, with an optional publication affidavit filing; or
2. the Commission inputs the approval information into the § 10-130 database.

Record which route occurred: ☐ publication ☐ Commission database posting; evidence: [________________________________].

Under § 29-2205(F), an approved filing is effective on delivery or at the permitted delayed time. Section 29-2206 provides that the survivor continues, each disappearing entity ceases separately, property and obligations vest automatically, pending proceedings continue, organizational documents change as stated, and interests convert according to the plan and applicable appraisal rights.

7. CLOSING RECORD

☐ Transaction Agreement and completed schedules

☐ Statutory Plan of Merger

☐ Board records, shareholder notices, voting-group analysis, and vote record

☐ Dissent-rights eligibility analysis, intent notices, demands, certificates, payments, and court calendar

☐ Signed Form M075 or custom statement, attachments, cover sheet, accepted filing, and receipt

☐ Publication affidavit or Commission database-posting evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, licensing, title, contract, account, benefit-plan, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Arizona Legislature — Title 10, Chapter 11 corporation restructuring provisions
• Arizona Legislature — A.R.S. §§ 29-2201-29-2206 merger provisions
• Arizona Legislature — Title 10, Chapter 13 dissenters' rights
• Arizona Corporation Commission — Form M075, Statement of Merger
• Arizona Corporation Commission — M075 instructions
• Arizona Corporation Commission — miscellaneous corporation forms

Current statute text, approval routes, dissenters' procedure, filing terminology, publication/posting alternative, and current Commission fee were verified against official Arizona sources on 2026-07-29.