48-21-107 - Articles of merger or exchange. - Tennessee Statutes

48-21-107. Articles of merger or exchange.

(a)  After a plan of merger or exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, articles of merger or exchange shall be executed on behalf of each domestic corporation that is a party to the merger or exchange by an officer or other duly authorized representative and shall set forth:

     (1)  The plan of merger or exchange;

     (2)  If approval by the shareholders of a corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;

     (3)  If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of:

          (A)  The votes entitled to be cast if there is no voting by voting group; or

          (B)  The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote thereon;

     (4)  As to each domestic limited partnership and each foreign corporation or limited partnership, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or certificate of limited partnership.

(b)  The original of the articles of merger or exchange shall be delivered to the secretary of state for filing. A merger or exchange takes effect upon the effective date of the articles of merger or exchange.

[Acts 1986, ch. 887, § 11.05; 1994, ch. 776, § 44; T.C.A., § 48-21-105.]