Utah Corporation Merger Agreement and Approval Packet

UTAH CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Utah domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or noncorporate constituents, parent-subsidiary mergers, regulated entities, public-company structures, conversions, share exchanges, insolvency, and contested control.

October 1, 2026 transition gate. Utah's common entity-transactions law takes effect October 1, 2026. It enacts §§ 16-1a-703 through 16-1a-708 and repeals several current corporation-merger sections. Classify the transaction by its filing and effective date, then reconcile the new common provisions with corporation-specific §§ 16-10a-1103 through 1105 and the Division's current form. Do not use a pre-transition citation set for an October 1 or later effective merger.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every consent and approval outside Utah's entity statutes.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.

Schedule 2 states capitalization, share conversion, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace a required vote, dissent procedure, or filing.

3. Exhibit A — Plan of Merger

For a merger effective through September 30, 2026, § 16-10a-1101 governs Plan contents. For an October 1, 2026 or later merger, § 16-1a-703 requires each party's name, jurisdiction, and entity type; the survivor; organic-record changes; interest-conversion mechanics; and all other terms and conditions.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are Utah business corporations. [TARGET] will survive.

2. Jurisdiction and entity type. [________________________________]

3. Terms and conditions. [________________________________]

4. Share treatment.

5. Survivor articles and bylaws. ☐ unchanged ☐ amended exactly as Attachment A.

6. Amendment / abandonment. [State authority, procedure, limits, and filing consequence.]

7. Effective time. [________________________________]

4. Approval Record

Current-law route through September 30, 2026

Each board adopts and recommends the Plan unless a statutory basis supports no recommendation. Unless a higher rule applies, each voting group entitled to vote separately approves by a majority of all votes entitled to be cast on the Plan.

The survivor no-vote route requires unchanged articles except permitted amendments, identical continuing shares, and separate 20% ceilings for voting shares and participating shares.

October 1, 2026 and later route

Section 16-1a-704 requires each domestic merging entity to approve under its organic law and rules and requires approval by each interest holder who will acquire interest-holder liability. Attach a transition memorandum reconciling that common rule with the corporation-specific approval provisions still in the Code on the transaction date.

☐ Board records, notices, record dates, proxies, consents, vote tabulations, liability consents, and the approved Plan are retained.

5. Dissent / Appraisal Workflow

For a pre-transition merger, classify each holder under current § 16-10a-1302, including the listed-market or more-than-2,000-holder limitation and consideration exceptions.

For an October 1, 2026 or later merger, apply new § 16-1a-708 together with the then-effective § 16-10a-1302. The new common provision preserves organic-law and contractual appraisal rights rather than supplying a one-size-fits-all result.

☐ Approval materials, pre-vote conditions, post-effective notice, demands, payments, supplemental demands, and court dates follow the law effective for the transaction.

6. Filing Instrument

For a pre-transition merger, prepare Articles of Merger under § 16-10a-1105. Beginning October 1, 2026, § 16-1a-706 requires each merging entity to sign and deliver a Statement of Merger, permits a delayed effective time no more than 90 days after filing, and permits a fully signed Plan meeting the statutory content requirements to serve as the Statement.

The official Statement/Articles of Merger form reviewed for this packet is dated 07/25 and still references pre-transition § 16-10a-1101 in its Plan instructions. Confirm a current form and instructions immediately before any October 1, 2026 or later filing.

7. Closing and Post-Closing

☐ Final Plan matches the approved version and transition memorandum.

☐ Filing is accepted and the effective time is independently confirmed.

☐ Consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• Utah Legislature — current § 16-10a-1101
• Utah Legislature — current § 16-10a-1103
• Utah Legislature — current § 16-10a-1105
• Utah Legislature — current and future § 16-10a-1302
• Utah Legislature — enrolled 2026 SB 40
• Utah Legislature — enrolled 2026 SB 41
• Utah Division of Corporations — Statement/Articles of Merger form