North Carolina Corporation Merger Agreement and Approval Packet

NORTH CAROLINA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two North Carolina domestic business corporations under N.C. Gen. Stat. § 55-11-01 in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a foreign or nonprofit constituent, cross-entity transaction, share exchange, parent-subsidiary merger under § 55-11-04, tender-offer no-vote route under § 55-11-03(j), 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. The Articles contain a statutory summary and approval statement; they do not replace the complete Plan or commercial agreement.

Appraisal rights are transaction-specific. Section 55-13-02 contains North Carolina-specific rules based on approval requirements, whether shares remain outstanding, marketability, consideration, interested-transaction status, and preferred-share article provisions. Do not state that every shareholder has appraisal rights.

1. TRANSACTION CLASSIFICATION

Before drafting:

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

☐ Confirm the transaction belongs under §§ 55-11-01 and 55-11-03, not a specialized route excluded above. If a foreign, nonprofit, other-entity, short-form, tender-offer, conversion, regulated, or contested-control fact appears, stop and use the governing statute and filing requirements for that 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 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 deliver Articles 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, appraisal materials, filed Articles, and filing evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; shares, obligations, securities, cash, or other property payable; 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-North-Carolina-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, appraisal notice or demand, or Secretary of State filing.

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, termination fee, expenses, survival, and consequences.

After authorization but before the Articles become effective, the Plan may be amended as the Plan provides and may be abandoned, subject to contractual rights, as the Plan provides or, if it is silent, as the board determines without further shareholder action. If filed Articles become inaccurate because of an amendment, or the Plan is abandoned after filing but before effectiveness, Target must file the corrective or abandonment amendment required by § 55-11-05(a1) before the Articles become effective.

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

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

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must adopt the same Plan of Merger under § 55-11-01.

PLAN OF MERGER

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

2. 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 § 55-11-01, this Plan controls for the statutory merger record unless North Carolina 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 amended exactly as stated in Attachment A.

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

6. Objectively ascertainable facts. [If any provision depends on an external fact permitted by § 55-11-01(d), identify the affected provision, the fact source, and exactly how it operates.]

7. Additional provisions. [Insert reviewed statutory provisions only. Keep confidential representations, disclosures, and indemnity schedules outside the Plan unless counsel determines otherwise.]

8. Amendment or abandonment. Before effectiveness, this Plan may be amended or abandoned only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, AND CONTRACT CONSEQUENCES].

9. Effective time. The merger will become effective: ☐ at the Secretary's filing endorsement; ☐ at [TIME] on the filing date; or ☐ at [DATE AND TIME], not later than the ninetieth day after filing.

4. APPROVAL RECORD

4.1 Board adoption and recommendation

☐ Each board adopted the same Plan and recommended approval, or communicated the statutory basis for making no recommendation because of a conflict of interest, other special circumstances, or § 55-8-26.

☐ 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

Notify every shareholder, voting or nonvoting, of the proposed meeting not fewer than 10 nor more than 60 days before it. State that a purpose is to consider the Plan and include a copy or summary of the Plan. Add the appraisal-rights conclusion, statutory text, and financial information required by Section 5.

Unless a greater vote is required by Chapter 55, the articles, a shareholder-adopted bylaw, or a board condition, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast by that group. Analyze separate-group voting under § 55-11-03(f), including its cash-consideration exception. Obtain any separate approval required from a shareholder who will have personal liability solely from owning surviving-corporation shares.

4.3 Route B — written consents under current § 55-7-04

Unanimous written consent is available to every corporation. A nonpublic corporation may use less-than-unanimous consent with at least the meeting vote threshold only under the incorporation-date rule below:

☐ Incorporated before October 1, 2023: the articles expressly authorize minimum-vote consent.

☐ Incorporated on or after October 1, 2023: the articles do not prohibit minimum-vote consent.

Sufficient unrevoked consents must be received within 60 days after the first consent is received. For a less-than-unanimous merger consent, unless the articles provide otherwise, give nonconsenting shareholders written pre-action notice at least 10 days before action and written post-action notice within 10 days afterward to those who would have been entitled to meeting notice. Coordinate the appraisal notices and preservation steps in Section 5.

4.4 Target survivor no-vote exception

Do not omit Target's shareholder approval merely because Target survives. Unless Target's articles require approval, attach a § 55-11-03(g) memorandum confirming every condition:

☐ Except for amendments permitted by § 55-10-02, Target's articles will not change.

☐ Every pre-effective Target shareholder holds the same shares with identical preferences, limitations, and relative rights immediately afterward.

☐ Post-merger outstanding voting shares plus voting shares issuable from merger securities, rights, and warrants do not exceed Target's pre-merger outstanding voting shares by more than 20%.

☐ Post-merger outstanding participating shares plus participating shares issuable from merger securities, rights, and warrants do not exceed Target's pre-merger outstanding participating shares by more than 20%.

For this analysis, voting shares vote unconditionally in director elections; participating shares participate without limitation in distributions. This exception applies only to Target and does not excuse Merger Sub's required approval.

5. NORTH CAROLINA APPRAISAL WORKFLOW

5.1 Eligibility classification under § 55-13-02

Classify each corporation, class or series, and holder group. For an ordinary merger, rights generally arise when shareholder approval is required, but are unavailable for shares of a class or series that remain outstanding after consummation.

The market-out analysis asks whether the shares are covered securities, satisfy the organized-market shareholder and value thresholds, or are redeemable open-end investment-company shares. The market-out can be displaced by specified nonqualifying consideration or an interested transaction. Also check any preferred-share limitation or elimination in the articles.

5.2 Approval-stage notice and preservation

The meeting or consent materials must state the corporation's conclusion that shareholders are, are not, or may be entitled to appraisal. If rights are or may be available, include a copy of Article 13 and the required annual and interim financial information, unless a shareholder validly waives the financial information in writing.

Meeting route: before the vote, the shareholder must deliver written notice of intent to demand payment and must not vote or permit the shares to be voted in favor.

Less-than-unanimous consent route: give the notices required by §§ 55-7-04 and 55-13-20(c). The shareholder must not consent in favor and ordinarily must deliver written intent before effectiveness; § 55-13-21(b)(1) excuses that intent notice when the appraisal notice is given fewer than 25 days before effectiveness.

5.3 Post-effective appraisal notice and form

No earlier than effectiveness and no later than 10 days afterward, send the § 55-13-22 appraisal notice and form to shareholders who preserved rights. The package must include Article 13 and state or provide:

☐ the first pre-effective announcement date, if any, and required ownership and no-vote/no-consent certifications;

☐ where the form and certificates must be sent and deposited;

☐ a form-return deadline 40 to 60 days after the notice is sent;

☐ Target's fair-value estimate;

☐ the shareholder-count information available on written request; and

☐ a withdrawal deadline within 20 days after the form-return deadline.

A shareholder must return the signed form and deposit certificated shares as directed. After timely perfection, withdrawal requires notice by the stated deadline or Target's written consent.

5.4 Payment, counter-demand, and court calendar

Except for after-acquired shares under § 55-13-27, Target must pay its fair-value estimate plus interest in cash within 30 days after the form-return deadline. Include current financial information, the fair-value estimate, and notice of the further-payment right.

A dissatisfied shareholder must send a stated estimate and further-payment demand within 30 days after receiving Target's payment or offer. If the demand remains unsettled, Target must commence the superior-court proceeding within 60 days after receipt or pay the amount demanded plus interest.

Section 55-13-31 controls costs and expenses. There is no jury right in the § 55-13-30 proceeding. Do not promise a valuation, interest amount, fee award, cost allocation, or litigation result.

6. ARTICLES OF MERGER, FILING, AND EFFECT

6.1 Articles checklist under § 55-11-05

After authorization, Target delivers Articles of Merger stating:

☐ the exact name and state or country of incorporation of each merging corporation;

☐ Target's exact name as the surviving corporation;

☐ every Target articles amendment provided in the Plan; and

☐ that each constituent approved the Plan in the manner required by law.

Complete any certificate registration required by §§ 55-11-05(c) and 47-18.1 after North Carolina counsel reviews the property and recording facts.

6.2 Current statutory filing fee

Current § 55-1-22(a)(12) lists a $50 filing fee for Articles of Merger or share exchange. Recheck the Secretary of State's live filing instructions, fee, delivery method, processing options, entity status, and required attachments immediately before submission.

6.3 Effectiveness and statutory effect

Under § 55D-13, accepted Articles are effective at the filing endorsement, at a stated time on the filing date, or at a delayed time and date not later than the ninetieth day after filing. If only a delayed date is stated, effectiveness occurs at 11:59:59 p.m. on that date.

Under § 55-11-06, Merger Sub's separate existence ceases; its real estate and other property vest in Target without reversion or impairment; Target assumes its liabilities; pending proceedings continue or Target may be substituted; Target's articles change as stated; and shares convert under the Plan subject to any Article 13 rights.

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 § 55-7-04 consent records

☐ Target § 55-11-03(g) survivor no-vote memorandum, if used

☐ Appraisal eligibility analysis, notices, financials, forms, demands, payments, and court calendar

☐ Executed Articles of Merger and amendment attachments

☐ Filed Articles, receipt, and effective-time evidence

☐ Required certificate registration and recording 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

• North Carolina General Assembly — G.S. 55-11-01, Plan of Merger
• North Carolina General Assembly — G.S. 55-11-03, action on Plan
• North Carolina General Assembly — G.S. 55-11-05, Articles of Merger
• North Carolina General Assembly — G.S. 55-7-04, shareholder consent
• North Carolina General Assembly — G.S. 55-13-02, appraisal eligibility
• North Carolina General Assembly — Article 13 appraisal procedure
• North Carolina General Assembly — G.S. 55-1-22, filing fee
• North Carolina General Assembly — G.S. 55D-13, effective time

North Carolina merger, approval, consent, appraisal, Articles, filing, fee, effectiveness, abandonment, and successor-effect rules verified against current official sources on 2026-07-30. Recheck current session laws, filing instructions, and transaction-specific requirements immediately before use.