Illinois Corporation Merger Agreement and Approval Packet

ILLINOIS CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Illinois domestic business corporations under 805 ILCS 5/11.05 in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a consolidation, share exchange, 90%-owned subsidiary merger under § 11.30, foreign constituent, nonprofit corporation, corporation-LLC merger, bank or trust company, conversion, regulated entity, insolvent entity, or contested-control transaction.

Four records remain separate. Keep separate: (1) the negotiated Transaction Agreement; (2) the statutory Plan of Merger; (3) each board and shareholder approval record; and (4) the filed Articles of Merger. Illinois Form BCA 11.25 files the plan itself, so do not place confidential commercial schedules in the statutory plan unless counsel determines they belong in the public filing.

Dissenters' rights are transaction-specific. Do not import another state's market-out exception or appraisal calendar. Illinois eligibility depends on § 11.65, and the notice, demand, valuation-statement, counter-demand, payment, and court procedures are controlled by § 11.70.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Illinois domestic business corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm the transaction belongs under § 11.05 and not a specialized route excluded above. If a foreign, nonprofit, LLC, short-form, bank, share-exchange, or other specialized fact appears, stop and use the statute and Secretary of State form for that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, tax accounts, real property, intellectual property, data, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, 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] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached statutory Plan of Merger 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's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not file Articles of Merger until the approval record in Section 4 is complete. The closing team will retain the executed Transaction Agreement, filed Plan of Merger, board and shareholder records, dissent materials, accepted Articles of Merger, and filing receipt.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the number of authorized, issued, treasury, and outstanding shares; the treatment of each share; the cash, securities, obligations, property, or rights payable; fractional-interest treatment; withholding and exchange mechanics; and the treatment of options, warrants, equity awards, and shares owned by either constituent.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Illinois-corporation scope.

2.3 Representations and disclosure schedules

Each party makes only the representations selected and completed in the 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 in this checklist.

2.4 Interim covenants

Until closing, Target will operate under the negotiated ordinary-course covenant in Schedule 4. The schedule must identify consent rights, exceptions, information 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, third-party and governmental consents, absence of a prohibitory order, accuracy of specified representations under the chosen standard, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No contractual waiver replaces a required board vote, shareholder approval, dissent notice, demand procedure, or Secretary of State filing.

2.6 Termination and abandonment

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

Section 11.05(e) permits the statutory plan to include provisions for abandonment before the Secretary of State files the Articles of Merger. State the exact board authority, timing, notice, expense allocation, and consequences in the plan. Stop filing and exchange activity immediately if the merger is abandoned.

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 liability cap applies by default.

2.8 Governing law and forum

Illinois law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Illinois. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Illinois counsel reviews the claims and selected forum.

3. EXHIBIT A — STATUTORY PLAN OF MERGER

Under § 11.05, each constituent board must approve the plan by a resolution adopted by a majority vote of the members of that board.

PLAN OF MERGER

1. Constituents and survivor. The constituent corporations are [TARGET] and [MERGER SUB], each an Illinois domestic business corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and mode. The merger will occur on the terms and by the mode stated in this Plan of Merger and the Transaction Agreement dated [DATE]. If a conflict concerns a matter required by § 11.05, this statutory plan controls for the filed merger record unless Illinois counsel documents another lawful treatment.

3. Share conversion. Each issued and outstanding share of each constituent will remain outstanding, convert, exchange, or cancel exactly as follows:

4. Target articles. Target's articles of incorporation will: ☐ remain unchanged; or ☐ be changed exactly as follows: [COMPLETE TEXT].

5. Certificates, book entries, and fractional interests. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

6. Additional provisions. [Insert reviewed statutory provisions only. Keep confidential representations, disclosures, and indemnity schedules outside this publicly filed plan unless counsel directs otherwise.]

7. Abandonment. Before the Secretary of State files the Articles of Merger, this plan may be abandoned only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, AND CONSEQUENCES].

8. Effective date. The merger will become effective: ☐ when the Secretary of State files the Articles of Merger; or ☐ on [DATE], not more than 30 days after filing.

9. Execution. Each constituent will execute the Articles of Merger through a duly authorized officer. Attach this complete plan to Form BCA 11.25.

4. APPROVAL RECORD

4.1 Board approval under § 11.05

☐ Each resolution approves the same Plan of Merger attached to the Articles of Merger.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. The statutory board-vote threshold does not resolve those issues.

4.2 Route A — shareholder meetings

After board approval, each board must direct submission of the plan to shareholders if they are entitled to vote. Under §§ 7.15 and 11.15, deliver written merger-meeting notice not less than 20 nor more than 60 days before the meeting to each record holder entitled to vote. Include a copy or summary of the plan, inform shareholders of dissent rights and procedure, and enclose § 11.70 or otherwise provide adequate procedural notice.

The default approval threshold is at least two-thirds of the votes of shares entitled to vote on the plan. A corporation's articles may specify a smaller or larger threshold, but not less than a majority of the votes entitled to vote and not less than a majority of each class or series entitled to vote separately. A class vote applies when the articles provide it or when a plan provision would create a class vote if placed in an articles amendment.

4.3 Route B — written consent under § 7.10

Use only if the articles of incorporation do not displace the statutory consent route. Obtain written consents setting forth the action from holders with at least the votes needed at a meeting where all entitled shares were present and voting, or from all shareholders entitled to vote.

If fewer than all entitled shareholders will sign, deliver written notice to all entitled shareholders at least 5 days before execution of the consent and promptly deliver post-effective notice to nonconsenting shareholders. Coordinate the pre- or concurrent material information and dissent notice with § 11.70(b)'s 30-day demand period.

The Articles of Merger must identify whether each Illinois corporation adopted the plan at a meeting or by written consent under § 7.10.

4.4 Survivor no-vote exception

Do not omit Target's shareholder vote merely because Target survives. Attach a § 11.20(c) memorandum confirming every condition:

☐ The plan does not amend Target's articles in any respect.

☐ Each Target share has identical designations, preferences, qualifications, limitations, restrictions, and special or relative rights immediately before and after effectiveness.

☐ No common shares or common-convertible securities or obligations are issued, or the authorized-unissued common shares plus common shares initially issuable on conversion do not exceed 20% of Target's pre-effective outstanding common shares.

☐ Target's articles do not require a vote despite satisfaction of the statutory conditions.

5. ILLINOIS DISSENTERS' RIGHTS WORKFLOW

Section 11.65 generally grants dissent rights in a merger when shareholder authorization is required by § 11.20 or the articles. A shareholder of a survivor using the § 11.20(c) no-vote exception is not automatically placed in the same position as a shareholder whose authorization is required. Classify each corporation, class, and holder before notices are sent.

A record owner asserting rights for fewer than all shares must satisfy § 11.65(c)'s beneficial-owner consistency and identification rules. A beneficial owner who is not the record owner must submit the record owner's written consent before or with the assertion of rights.

5.1 Meeting route

The meeting notice must explain the right and procedure to dissent. If the corporation furnished material information before the meeting that objectively enables the shareholder to vote and decide whether to dissent, the shareholder must deliver a written payment demand before the vote and must not vote in favor.

5.2 Written-consent route

For an action under § 7.10, the notice describing the action must explain the right and procedure to dissent. If the corporation furnished the required material information before or with that notice, the shareholder must deliver a written payment demand within 30 days after the notice was mailed.

5.3 Post-effective valuation calendar

The corporation's statement must include its estimated fair value, the latest balance sheet for a fiscal year ending not earlier than 16 months before delivery, that year's income statement, and the latest available interim financial statements. It must choose the statutory payment commitment or, only when a ready public market exists, the statutory sale-instruction route.

Do not promise a valuation, interest amount, fee award, or litigation result. Section 11.70 governs the circuit-court valuation proceeding, cost allocation, and any equitable fee or expert-expense assessment.

6. ARTICLES OF MERGER, FILING, AND EFFECT

6.1 Form BCA 11.25

After approval, each constituent must execute Articles of Merger and file them in duplicate. The filing must include the complete Plan of Merger and, for each corporation, state whether adoption occurred at a shareholder meeting or by written consent under § 7.10.

Use the current Secretary of State Form BCA 11.25, Articles of Merger, Consolidation or Exchange. Complete only the domestic-corporation merger route and strike inapplicable consolidation, exchange, foreign, and § 11.30 items. Each corporation signs through a duly authorized officer affirming under penalties of perjury that the facts are true and correct.

As verified 2026-07-30, the current form is printed April 2026 and lists a $100 filing fee for a two-corporation merger. The Secretary of State forms table states the fee as $50 per corporation and lists an additional $200 expedited-service fee. Expedited requests must be made in person in Springfield or Chicago. Recheck the live form, fees, franchise-tax status, penalties, delivery method, and turnaround immediately before filing.

6.2 Effectiveness

Under § 11.40, the merger becomes effective when the Secretary of State files the Articles of Merger or on a later date stated in the plan that is not more than 30 days after filing.

6.3 Statutory effect

Under § 11.50, Target and Merger Sub become a single corporation; Merger Sub ceases separately; rights and property transfer to and vest in Target without further act or deed; Target becomes responsible for constituent liabilities and obligations; creditor rights and liens are not impaired; and pending claims or proceedings may continue or permit substitution of Target. Target's articles are deemed changed to the extent stated in the Articles of Merger.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved statutory Plan of Merger

☐ Board-majority calculations and resolutions

☐ Shareholder meeting notices and vote record or § 7.10 consent notices and consents

☐ § 11.20(c) survivor no-vote memorandum, if used

☐ Dissent eligibility analysis, notices, demands, financial statements, payments, and court calendar

☐ Duplicate executed Form BCA 11.25 filing set

☐ Accepted Articles of Merger, filing receipt, and effective-date evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Illinois General Assembly — Business Corporation Act Article 11 (§§ 11.05-11.75)
• Illinois General Assembly — 805 ILCS 5/7.10, informal shareholder action
• Illinois General Assembly — 805 ILCS 5/7.15, shareholder-meeting notice
• Illinois General Assembly — 805 ILCS 5/11.20, shareholder approval
• Illinois General Assembly — 805 ILCS 5/11.25, Articles of Merger
• Illinois General Assembly — 805 ILCS 5/11.70, dissent procedure
• Illinois Secretary of State — domestic and foreign corporation forms and fees
• Illinois Secretary of State — Form BCA 11.25
• Illinois General Assembly — SB 3609 current status (not enacted; re-referred to Assignments April 24, 2026)

Illinois plan, approval, dissent, filing, fee, effectiveness, and successor-effect rules verified against current official sources on 2026-07-30. Recheck recent Public Acts, the live Form BCA 11.25, fees, and transaction-specific amendments immediately before use.