§ 55A-11-04. Articles of merger. - North Carolina Statutes

§ 55A‑11‑04. Articles of merger.

(a)        After a plan ofmerger has been authorized as required by this Chapter, the survivingcorporation shall deliver to the Secretary of State for filing articles ofmerger setting forth:

(1)        The name and stateor country of incorporation of each merging corporation.

(2)        The name of themerging corporation that will survive the merger and, if the survivingcorporation is not authorized to transact business or conduct affairs in thisState, a designation of its mailing address and a commitment to file with theSecretary of State a statement of any subsequent change in its mailing address.

(3)        If the survivingcorporation is a domestic corporation, any amendment to the articles ofincorporation of the corporation provided in the plan of merger.

(4)        A statement that theplan of merger has been approved by each merging corporation in the mannerrequired by law.

(a1)      If the plan ofmerger is amended after the articles of merger have been filed but before thearticles of merger become effective and any statement in the articles of mergerbecomes incorrect as a result of the amendment, the surviving corporation shalldeliver to the Secretary of State for filing prior to the time the articles ofmerger become effective an amendment to the articles of merger correcting theincorrect statement. If the articles of merger are abandoned after the articlesof merger are filed but before the articles of merger become effective, thesurviving corporation shall deliver to the Secretary of State for filing priorto the time the articles of merger become effective an amendment reflectingabandonment of the plan of merger.

(b)        A merger takeseffect when the articles of merger become effective.

(c)        Certificates ofmerger shall also be registered as provided in G.S. 47‑18.1.

(d)        In the case of amerger pursuant to G.S. 55A‑11‑06 or G.S. 55A‑11‑08,references in subsections (a) and (a1) of this section to"corporation" shall include a domestic corporation, a foreignnonprofit corporation, a domestic business corporation, and a foreign businesscorporation as applicable. (1955, c. 1230; 1967, c. 823, s. 22; 1993, c. 398, s.1; 2005‑268, s. 40; 2006‑264, s. 44(d).)