Tennessee Corporation Merger Agreement and Approval Packet

TENNESSEE CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Tennessee domestic for-profit business corporations under Tenn. Code Ann. § 48-21-102, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a share exchange, 90%-owned parent-subsidiary merger under § 48-21-105, foreign or other-entity constituent, newly created survivor, nonprofit, for-profit benefit corporation, professional or regulated entity, conversion, insolvent entity, or contested-control transaction.

Keep four records separate. Maintain: (1) this negotiated Transaction Agreement; (2) the board-adopted Plan of Merger; (3) each board and shareholder approval record; and (4) the executed and filed Articles of Merger. Tennessee's current downloadable forms page does not list a dedicated for-profit-corporation Articles of Merger form. Form SS-4518 is a general-partnership Statement of Merger and is not the filing for this transaction.

Approval is measured against all entitled votes. Section 48-21-104(5) ordinarily requires a majority of all votes entitled to be cast by each voting group, not merely a majority of votes cast at the meeting.

Dissent rights are transaction-specific. Section 48-23-102 limits rights to specified voting and nonconsenting shareholders and excludes exchange-listed and national-market-system securities. Do not state that every shareholder has a fair-value right.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Tennessee domestic for-profit business corporations and reconcile charters, amendments, bylaws, stock ledgers, voting agreements, options, warrants, equity awards, and board records.

☐ Confirm the transaction belongs under § 48-21-102 and is not a specialized route excluded above. If a foreign, other-entity, parent-subsidiary, benefit-corporation, regulated, or contested-control fact appears, stop and apply the law governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, taxes, real property, intellectual property, data, insurance, 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 the Articles of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan, board and shareholder records, dissent materials, filed Articles, county filing evidence if applicable, and effective-time 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, securities, interests, obligations, acquisition rights, cash, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

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-Tennessee-corporation scope.

2.3 Representations and 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 Covenants and conditions

Schedule 4 states 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.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required board action, shareholder approval, dissent procedure, Secretary of State filing, or county copy filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences. Coordinate every Plan amendment or abandonment with §§ 48-21-102(f) and 48-21-106.

Schedule 7 identifies any 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.

2.6 Governing law and forum

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

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must adopt the same Plan of Merger under §§ 48-21-102 and 48-21-104.

PLAN OF MERGER

1. Constituents and survivor. [TARGET] and [MERGER SUB] are Tennessee domestic business corporations. 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].

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

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

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

6. Additional provisions. [Insert all additional merger terms required by law or a constituent's charter and any reviewed optional terms.]

7. Amendment. Before Articles of Merger are filed, this Plan may be amended as follows: [PROCEDURE]. After shareholder approval, no amendment may change shareholder consideration, change the survivor's charter beyond § 48-20-102 board-only changes, or otherwise materially adversely affect shareholders.

8. Abandonment. Before effectiveness, the merger may be abandoned, subject to contractual rights, under the procedures stated here: [PROCEDURE]. If no procedure is stated, each party's board determines its abandonment manner under § 48-21-106.

9. Effective time. The merger will become effective: ☐ on filing of the Articles of Merger; or ☐ on [DATE] at [TIME], as specified in this Plan and the Articles.

4. APPROVAL RECORD

4.1 Board adoption

☐ Each board adopted the same Plan and directed its submission to shareholders unless Target satisfies the § 48-21-104(7) survivor no-vote route.

☐ The board transmitted its recommendation to approve or documented and transmitted the conflict-of-interest or special-circumstances basis for making no recommendation.

☐ Any board action without a meeting uses consents signed by every director, indicates each director's vote or abstention, is delivered to the corporation, and is placed in the minutes or corporate records under § 48-18-202.

☐ 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

Give notice to every shareholder, voting or nonvoting, no fewer than 10 days and no more than 2 months before the meeting. State that a meeting purpose is to consider the Plan and include or accompany the notice with:

☐ the complete Plan or a summary;

☐ Target's charter or a summary, because Target is the existing survivor; and

☐ the Chapter 23 rights statement and copy required for every record shareholder entitled or potentially entitled to dissent.

Unless a greater requirement applies, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast on the Plan by that group. After the 2015 amendment to § 48-21-104(6), conversion of a class's shares by itself does not create a separate class vote; apply a separate vote when a Plan charter provision would require it under § 48-20-104 or when the charter or an agreement grants voting-group rights.

4.3 Route B — shareholder action without a meeting

All-shareholder consent route — § 48-17-104(a). Every shareholder entitled to vote must sign a consent to taking action without a meeting. Each consent describes the action and indicates the signer's vote or abstention. The Plan is approved if the affirmative votes represented meet the meeting threshold. Deliver the consents for the minutes or corporate records.

Charter-authorized partial-consent route — § 48-17-104(b). Use only if the charter expressly permits action by less-than-unanimous written consent. Obtain signed consents from holders carrying at least the minimum votes required if all voting shares were present and voted.

For a partial-consent route:

☐ determine whether § 48-17-104(e) requires advance notice to any nonvoting shareholders and, if it does, give the required meeting-equivalent material at least 10 days before the action;

☐ give nonconsenting voting shareholders notice reasonably describing the action and the meeting-equivalent material no more than 10 days after sufficient consents are delivered or tabulated; and

☐ coordinate both notices with the rights determination and Chapter 23 copy required by § 48-23-201(c).

4.4 Target survivor no-vote route — § 48-21-104(7)

Do not omit Target shareholder approval merely because Target survives. Unless Target's charter requires approval, attach a memorandum confirming every condition:

☐ Target will survive.

☐ Target's charter will not change except for an amendment listed in § 48-20-102.

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

☐ Post-merger outstanding voting power plus voting power issuable from merger securities, rights, and warrants will not exceed pre-merger voting power by more than 20%.

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

This exception applies only to Target. Merger Sub still requires shareholder approval under § 48-21-104 unless a different statutory route outside this packet applies.

4.5 Owner-liability consent and abandonment

If the merger would make any shareholder subject to owner liability for another person's or entity's debts, obligations, or liabilities, obtain that shareholder's separate written consent under § 48-21-104(8). A conventional corporation-to-corporation merger ordinarily should not create that result; investigate any fact suggesting otherwise.

After Articles are filed but before effectiveness, abandonment requires a statement signed for each party and filed before the effective time. Retain the Secretary of State certificate of abandonment and address contractual consequences separately.

5. TENNESSEE DISSENT AND FAIR-VALUE WORKFLOW

5.1 Eligibility under § 48-23-102

For a merger under this packet, rights generally attach when shareholder approval is required and the holder is entitled to vote, including a nonconsenting shareholder under the charter-authorized partial-consent route who would have been entitled to vote at a meeting. The § 48-21-104(7) Target no-vote route ordinarily supplies no statutory merger dissent right to Target shareholders, subject to any additional right created by the charter, bylaws, or board resolution.

No shareholder may dissent as to a security that, on the transaction's effective date, is listed on a Securities Exchange Act § 6 registered exchange or is a national-market-system security. Analyze each corporation, class or series, holder, approval route, and any voluntarily granted rights separately.

5.2 Preserve rights before approval

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

Less-than-unanimous consent route: do not sign a consent in favor for the shares as to which rights are asserted.

At the meeting-notice or first-consent-solicitation stage, state whether shareholders are, are not, or may be entitled to dissent. If rights are or may be available, deliver the Chapter 23 copy as § 48-23-201 requires.

5.3 Post-effective notice and demand

No earlier than effectiveness and no later than 10 days after effectiveness, send the § 48-23-203 dissenters' notice and form to every shareholder who preserved rights. The current notice must:

☐ request the required ownership-date and no-vote/no-consent certifications;

☐ state where the form and certificated shares must be delivered;

☐ set the form deadline no fewer than 40 and no more than 60 days after the notice is sent;

☐ state the corporation's fair-value estimate;

☐ promise the returned-form shareholder and share counts within 10 days after the deadline if requested in writing; and

☐ include Chapter 23 if it was not delivered earlier.

Public Chapter 60 of 2015 deleted the former § 48-23-203(b)(2)(E) withdrawal-deadline item. Do not copy that obsolete item from the 2012 enactment.

5.4 Payment, supplemental demand, and valuation action

As soon as the merger is effective or a compliant payment demand is received, whichever is later, pay the corporation's fair-value estimate plus accrued interest, except where § 48-23-208 permits payment to be withheld for after-acquired shares. Include the required financial statements, estimate, interest explanation, supplemental-demand statement, and Chapter 23 copy.

If the merger is not effected within 2 months after the demand-and-certificate deadline, return deposited certificates and release uncertificated-share restrictions. If the merger later occurs, restart the notice and demand procedure.

A dissenter disputing a payment or offer may deliver a written estimate and supplemental demand. If the corporation made or offered payment, the dissenter must act within 1 month after that payment or offer. Separately calendar § 48-23-209's two-month failure-to-pay and failure-to-release routes.

If a § 48-23-209 demand remains unsettled, the corporation must commence the valuation proceeding within 2 months after receiving the demand or pay the amount demanded. File in a court of record with equity jurisdiction in the county of the corporation's Tennessee principal office or, if none, its registered office. Sections 48-23-301 and 48-23-302 govern joinder, appraisal, judgment, costs, and possible fee assessment.

“Fair value” is measured immediately before effectiveness and excludes appreciation or depreciation in anticipation of the merger. 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 § 48-21-107

After approval, an officer or other authorized representative of each constituent executes Articles of Merger stating:

☐ each party's exact name and the date the merger occurred or will become effective;

☐ every Target charter amendment approved in the Plan;

☐ for any corporation not requiring shareholder approval, that fact and its board-adoption date;

☐ for each corporation requiring shareholder approval, that fact and approval by the required percentage of all votes entitled, including each separate voting group; and

☐ each authorized signer's signature, office, and authority.

Deliver the original Articles and filing fee to the Secretary of State. Reconcile every approval recital against the minutes, consents, voting-group table, and Target no-vote memorandum before signing.

6.2 Current filing and county-copy fees

Tenn. Code Ann. § 48-11-303(a)(17) sets a $100 Secretary of State fee for Articles of Merger or Share Exchange. The current official forms page retrieved 2026-07-30 does not list a dedicated downloadable corporate Articles of Merger form, so confirm the current online or custom-document filing route with the Secretary of State before submission.

Section 48-11-303(d) also requires a copy of the Articles to be filed with the register of deeds in the county of Target's Tennessee principal office, if it has one. The statute states a county fee of $5 plus $0.50 per page over five pages. Recheck both filing channels, fees, payment methods, entity status, signature rules, and county requirements immediately before filing.

6.3 Effectiveness and statutory effect

Under §§ 48-21-107(b) and 48-21-108(e), the merger becomes effective on filing or on the later date specified in the Plan and Articles.

Under § 48-21-108, Target survives; Merger Sub's separate existence ceases; property and contract rights vest in Target without reversion or impairment; Merger Sub's liabilities vest in Target; pending proceedings continue or may substitute Target; Target's charter is amended as the Plan provides; and shares convert or exchange under the Plan, subject to Chapter 23 rights.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-adopted Plan and Target charter amendment attachment

☐ Board records and shareholder meeting or consent records

☐ Target § 48-21-104(7) no-vote memorandum, if used

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

☐ Executed custom or online Articles of Merger filing record

☐ Secretary of State receipt and effective-time evidence

☐ Register-of-deeds copy and receipt, 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

• Tennessee Secretary of State — Business Forms and Fees
• Tennessee Public Chapter 1051 (2012) — Business Corporation Act overhaul
• Tennessee Public Chapter 60 (2015) — §§ 48-21-104 and 48-23-203/206 corrections
• Tennessee Public Chapter 497 (2015) — benefit-corporation and dissent amendments
• Justia — current compiled Chapter 21 text
• Justia — current compiled Chapter 23 text

Tennessee's state-linked Lexis code interface returned only a cookie/JavaScript shell. The core merger enactment and later amendments were verified against official Public Chapters; remaining compiled-code text was cross-checked through the documented Justia/FindLaw mirror fallback. No 2025-2026 bill referencing the core merger or dissent sections was located. Filing information was verified against the current official Secretary of State page on 2026-07-30; recheck enacted and pending legislation, forms, filing routes, and fees immediately before use.