Michigan Corporation Merger Agreement and Approval Packet

MICHIGAN CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Michigan domestic profit corporations under Mich. Comp. Laws § 450.1701 in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a nonprofit or foreign constituent, cross-entity merger, share exchange, parent-subsidiary merger under § 450.1711, pre-business incorporator merger under § 450.1706, tender-offer no-vote route under § 450.1703a(3), 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 Certificate of Merger. Michigan Form CSCL/CD-550 does not replace the complete plan or approval record.

Pending-law warning. As of 2026-07-30, Michigan SB 789 (2026) has not been enacted and remains referred to the Senate Committee on Finance, Insurance, and Consumer Protection. It proposes to authorize benefit corporations, add special merger-vote provisions for them, and amend cited §§ 450.1131 and 450.1404. Recheck its status before use; this packet states current enacted law for ordinary domestic profit corporations.

Dissenters' rights are transaction-specific. Section 450.1762 ties merger rights to voting entitlement and contains Michigan-specific exclusions for listed shares and consideration consisting of cash, qualifying listed shares, or both. Do not assume that a cash merger creates appraisal rights.

1. TRANSACTION CLASSIFICATION

Before drafting:

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

☐ Confirm the transaction belongs under §§ 450.1701 and 450.1703a, not a specialized route excluded above. If a nonprofit, foreign, other-entity, parent-subsidiary, incorporator, tender-offer, regulated, or contested-control fact appears, stop and use the governing statute and filing form for that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, tax accounts, real property, intellectual property, data, assumed names, 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 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 the Certificate of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan of Merger, board and shareholder records, dissent materials, filed Certificate of Merger, and filing evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the designation and number of outstanding shares; voting and class-voting status; treatment of each share; shares, bonds, rights, property, securities, cash, or other consideration; fractional-interest treatment; withholding and exchange mechanics; and 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-Michigan-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 action, shareholder approval, dissenters' notice or demand procedure, or 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.

Under § 450.1741, the merger may be abandoned before the Certificate becomes effective, subject to contractual rights, through the procedure stated in the Plan or, if none is stated, in the manner the board determines. If the Certificate has been filed, file a Certificate of Abandonment within 10 days after abandonment and no later than the proposed effective day.

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

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

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must adopt the same Plan of Merger under § 450.1701.

PLAN OF MERGER

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

2. Outstanding shares and voting rights. For each constituent, state every class and series, the number outstanding, the classes and series entitled to vote, each class or series entitled to vote separately, and how any pre-effective change in outstanding shares may occur.

3. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE]. If a conflict concerns a matter required by § 450.1701, this Plan controls for the statutory merger record unless Michigan counsel documents another lawful treatment.

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

5. Target articles. Target's articles of incorporation will: ☐ remain unchanged; ☐ be amended exactly as stated in Attachment A; or ☐ be restated in the form of restated articles attached as Attachment A.

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

7. Additional provisions. [Insert reviewed provisions that the boards consider necessary or desirable. Keep confidential commercial schedules outside the filed Certificate unless the official form or counsel requires them.]

8. Abandonment. Before effectiveness, this Plan may be abandoned only as follows: [EXACT PROCEDURE, BOARD AUTHORITY, NOTICE, EXPENSE, AND CONTRACT CONSEQUENCES].

9. Effective time. The merger will become effective: ☐ when the administrator endorses the Certificate filed; or ☐ at [DATE AND TIME], not later than 90 days after delivery of the Certificate.

4. APPROVAL RECORD

4.1 Board adoption and recommendation

☐ Each board adopted the same Plan of Merger.

☐ Each board recommended the Plan to shareholders or documented a § 450.1703a(2)(a) basis for making no recommendation. If the board made no recommendation or recommended against the Plan, the shareholder communication states the basis for that decision.

☐ Any condition placed on submission of the Plan is stated exactly in the board resolution and shareholder materials.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Deliver written meeting notice not fewer than 10 nor more than 60 days before the meeting. Section 450.1703a requires notice to every shareholder of record, whether or not entitled to vote. Include a copy or summary of the Plan; if a summary is used, state that a copy is available on request. Add the dissenters' statement and statutory text required by Section 5 when rights are or may be available.

The default approval threshold is a majority of all outstanding shares entitled to vote on the Plan and, for each class or series entitled to vote separately, a majority of its outstanding shares. A class or series is entitled to a separate vote when a Plan provision would create that right if placed in an articles amendment. Section 450.1703a(2)(e) contains a consideration-based exception when the board reasonably determines that the class or series will receive consideration with fair value not less than the shares' fair value on the Plan-adoption date.

4.3 Route B — written consents under § 450.1407

Articles-authorized minimum-vote route: use only if the articles of incorporation authorize it. Obtain dated written consents from holders with at least the votes needed at a meeting where all entitled shares were present and voted. Within 60 days after the consent record date, deliver sufficient consents dated no more than 10 days before that record date. Promptly notify nonconsenting shareholders who would have been entitled to meeting notice. The filed Certificate must state that both written consent and written notice were given under § 450.1407.

Unanimous route: before or after the action, every shareholder entitled to vote may consent in writing without a meeting or prior notice. The filed Certificate must state that written consent was given under § 450.1407.

An electronic consent is not delivered until it is reproduced in paper form and delivered through a method permitted by § 450.1407(3). Preserve the electronic transmission, paper reproduction, delivery, record-date, signature-date, revocation, and post-action notice record.

4.4 Target survivor no-vote exception

Do not omit Target's shareholder approval merely because Target survives. Except as provided in § 450.1754 or required by Target's articles, attach a § 450.1703a(2)(f) memorandum confirming both conditions:

☐ Target's articles of incorporation will not differ from its articles before the merger.

☐ Each pre-effective Target shareholder will hold immediately afterward the same number of shares with identical designations, preferences, limitations, and relative rights.

Michigan's current survivor exception does not contain a 20% share-issuance cap. Do not import that condition from another state's statute. This exception applies only to Target; it does not excuse Merger Sub's required approval.

5. MICHIGAN DISSENTERS' RIGHTS WORKFLOW

5.1 Eligibility and exclusion analysis under § 450.1762

For an ordinary merger, a shareholder generally enters the statutory class only if shareholder approval is required under § 450.1703a or the articles and the shareholder is entitled to vote. Also check any rights created by the articles, bylaws, or a board resolution.

Unless the articles, bylaws, or a board resolution provide otherwise, a shareholder may not dissent as to:

☐ shares listed on a national securities exchange on the voting record date, subject to Michigan's specific NASDAQ definitions; or

☐ a merger in which the shareholder receives cash, qualifying exchange-listed shares, or any combination of that cash and those shares.

Do not collapse this analysis into a public-versus-private or cash-versus-stock label. Record the exact voting, listing, consideration, and governing-document facts.

5.2 Meeting-route preservation

If rights are or may be available, the meeting notice must state that fact and include a copy of §§ 450.1761 through 450.1774. A shareholder wishing to dissent must deliver written notice of intent to demand payment before the vote and must not vote the shares in favor.

5.3 Action-without-vote notice and payment demand

If an action creating dissenters' rights is taken without a shareholder vote, notify in writing all shareholders entitled to assert rights and send the § 450.1766 dissenters' notice. A shareholder who consents to the corporate action is not entitled to assert dissenters' rights.

For a meeting-authorized action, send the dissenters' notice to every shareholder who preserved rights. Send it no later than 10 days after the corporate action is taken. The notice must:

☐ state where the payment demand must be sent and where and when certificated shares must be deposited;

☐ explain any transfer restriction on uncertificated shares after receipt of the demand;

☐ supply a demand form stating the first public or shareholder announcement date and requiring the beneficial-ownership certification; and

☐ set a demand deadline not fewer than 30 nor more than 60 days after delivery of the dissenters' notice.

A shareholder must timely demand payment, make the required beneficial-ownership certification, and deposit certificates as directed. Missing the demand or deposit deadline forfeits statutory payment rights.

5.4 Corporation payment and holder counter-demand

Except for after-acquired shares governed by § 450.1771, within 7 days after the corporate action is taken or the payment demand is received, whichever is later, the corporation must pay its estimate of fair value plus accrued interest.

The payment must include year-end financial statements for a fiscal year ending no more than 16 months before payment, any available latest interim statements, the corporation's fair-value estimate, the interest calculation, and notice of the § 450.1772 counter-demand right.

For shares acquired after the announcement date stated in the dissenters' notice, the corporation may withhold payment and instead send the offer and statements required by § 450.1771.

A dissatisfied dissenter must send a written estimate and demand, or reject the corporation's offer and demand fair value plus interest, within 30 days after the corporation made or offered payment.

5.5 Court proceeding and costs

If a § 450.1772 demand remains unsettled, the corporation must commence a circuit-court proceeding within 60 days after receiving it or pay each unsettled dissenter the amount demanded. Venue is the county of the corporation's principal place of business or registered office.

The court may appoint appraisers and enters judgment under § 450.1773. Section 450.1774 controls costs and possible counsel and expert-fee assessments. Do not promise a valuation, interest amount, fee award, cost allocation, or litigation result.

6. CERTIFICATE OF MERGER, FILING, AND EFFECT

6.1 Current Form CSCL/CD-550

After approval, execute and file a Certificate of Merger for each corporation. Use the current Form CSCL/CD-550 (Rev. 07/25) or a comparable compliant document. For this packet's profit-corporation merger, complete and attach as needed:

☐ each constituent's exact name and Michigan identification number and Target's name and identification number;

☐ for each constituent, the designation and number of outstanding shares of every class and series, voting status, separate class-vote status, and any permitted pre-effective share-number change;

☐ the manner and basis of converting each constituent's shares;

☐ any Target articles amendment or restatement;

☐ the statement that each board adopted the Plan under § 450.1701;

☐ the statement that Target will furnish the Plan on request and without cost to any constituent shareholder;

☐ the applicable shareholder-approval, written-consent, or Target no-vote statement; and

☐ any transferred or newly filed assumed names.

An authorized officer or agent signs the applicable profit-corporation approval block. Reconcile the Certificate, Plan, board resolutions, shareholder record, assumed-name record, and articles attachment before filing.

6.2 Current posted fees and delivery

As verified on current Form CSCL/CD-550, the nonrefundable base fee is $50 for each domestic corporation involved—ordinarily $100 for this packet's two Michigan corporations. The form also lists $10 for each new assumed name and additional fees when authorized shares increase. It permits online submission and provides mail and in-person routes.

Current § 450.1131 and the form list optional expedited charges for an existing-entity document: $100 for 24-hour service, $200 for same-day service, $500 for two-hour service, and $1,000 for one-hour service. Recheck the live form, fee schedule, cutoff times, payment method, filing channel, and entity status immediately before submission.

6.3 Effectiveness and statutory effect

Under §§ 450.1707(2) and 450.1131(6), the Certificate is effective when endorsed filed unless it states a later effective time not more than 90 days after delivery.

Under § 450.1724, Merger Sub's separate existence ceases; its real estate, other property, and rights vest in Target without reversion or impairment; Target assumes every constituent's liabilities; pending proceedings continue or Target may be substituted; Target's articles change as stated in the Plan; and constituent shares convert as provided.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-adopted Plan of Merger and articles attachment

☐ Board records and shareholder meeting or § 450.1407 consent record

☐ Target § 450.1703a(2)(f) survivor no-vote memorandum, if used

☐ Dissenters' eligibility analysis, statutory text, notices, demands, payments, counter-demands, and court calendar

☐ Executed Form CSCL/CD-550 or comparable Certificate and attachments

☐ Filed Certificate, receipt, and effective-time evidence

☐ Assumed-name transfer or new-filing evidence, if applicable

☐ Consideration exchange and withholding ledger

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

SOURCES AND REFERENCES

• Michigan Legislature — Business Corporation Act, Chapter 7
• Michigan Legislature — MCL 450.1407, shareholder action without a meeting
• Michigan Legislature — MCL 450.1131, filing effectiveness and expedited fees
• Michigan LARA — Form CSCL/CD-550, Certificate of Merger
• Michigan Legislature — SB 789 of 2026 status
• Michigan Legislature — SB 789 introduced text

Michigan merger, approval, consent, dissenters' rights, Certificate, filing, fee, effectiveness, abandonment, and successor-effect rules verified against current official sources on 2026-07-30. Recheck SB 789, recent public acts, the live filing form, and transaction-specific requirements immediately before use.