Section 450.2701 - Merger or consolidation of domestic corporations; plan; contents. - Michigan Statutes

NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982

450.2701 Merger or consolidation of domestic corporations; plan; contents.

Sec. 701.

(1) Two or more domestic corporations may merge into 1 of the corporations or consolidate into a new corporation pursuant to a plan of merger or consolidation approved in the manner provided in this act.

(2) The board of each corporation proposing to participate in a merger or consolidation shall adopt a plan of merger or consolidation, setting forth:

(a) The name of each constituent corporation and the name of the surviving or consolidated corporation.

(b) As to each constituent corporation which is a stock corporation, the designation and number of outstanding shares of each class, specifying the classes entitled to vote; and each class, if any, entitled to vote as a class; and, if the number of any such shares is subject to change before the effective date of the merger or consolidation, the manner in which the change may occur.

(c) As to each constituent corporation which is a nonstock corporation, a description of the members, in the case of a membership corporation, including the number, classification, and voting rights of members, or a description of the organization of the board, in the case of a directorship corporation, including the number, classification, and voting rights of directors.

(d) The terms and conditions of the proposed merger or consolidation, including the manner and basis of converting the shares of or membership or other interest in each constituent corporation into shares, bonds, or other securities or membership or other interest in the surviving or consolidated corporation, or into cash or other consideration, which may include shares, bonds, rights, or other property or securities of a corporation whether or not a party to the merger, or into a combination thereof.

(e) In a merger, a statement of an amendment to the articles of incorporation of the surviving corporation to be effected by the merger or a restatement of the articles of incorporation as provided in section 641(1), which shall be in the form of restated articles of incorporation as provided in section 642; and in a consolidation, all statements required to be included in articles of incorporation formed under this act.

(f) Other provisions with respect to the proposed merger or consolidation as the board considers necessary or desirable.

History: 1982, Act 162, Eff. Jan. 1, 1983