48-21-106 - Abandonment of merger. - Tennessee Statutes

48-21-106. Abandonment of merger.

(a)  After a plan of merger or exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or exchange has become effective, the merger or exchange may be abandoned (subject to any contractual rights) by any corporation or limited partnership that is a party to the merger or exchange, without action by the shareholders or partners of such party, in accordance with the procedures set forth in the plan of merger or exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the general partners of such limited partnership.

(b)  (1)  If the merger or exchange is abandoned after articles of merger or exchange have been filed with the secretary of state but before the merger or exchange has become effective, a statement, executed on behalf of each party to the merger or exchange by an officer or other duly authorized representative, stating that the merger or exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or exchange.

     (2)  If, prior to July 1, 1999, the merger or exchange is abandoned by the parties to the merger after articles of merger or exchange have been filed with the secretary of state and after the merger or exchange has become effective, a statement, executed on behalf of each party to the merger or exchange by an officer or other duly authorized representative, shall be filed with the secretary of state no later than July 1, 1999, stating that:

          (A)  The merger or exchange has been abandoned in accordance with the plan and this section;

          (B)  The statement is filed within twenty-four (24) months from the original effective date of the merger or exchange;

          (C)  The parties have filed articles of correction amending the effective date of the merger or exchange upon reasonable belief that the effective date of the merger would be delayed;

          (D)  The parties have continued to pay all Tennessee franchise and excise taxes from the effective date of the merger or exchange; and

          (E)  The cause of the abandonment was not known by the parties at the time of the original effective date of the merger or exchange.

(c)  The secretary of state shall, when all fees have been paid as required by law:

     (1)  Endorse on the original and each copy the word “filed,” and the month, day and year of the filing thereof;

     (2)  File the original in the office of the secretary of state; and

     (3)  Issue a certificate of abandonment to each party to the merger or exchange.

(d)  Upon the filing of such statement by the secretary of state, the merger or exchange shall be deemed abandoned and shall not become effective, and, if the merger or exchange has become effective, the parties to the merger or exchange whose existence ceased pursuant to § 48-21-108(a)(1) shall be reinstated.

[Acts 1994, ch. 776, § 40; 1999, ch. 361, §§ 1, 2.]