16-6a-1101 - Merger. - Utah Statutes

16-6a-1101. Merger.
(1) One or more domestic corporations, foreign corporations, domestic nonprofitcorporations, or foreign nonprofit corporations may merge into a nonprofit corporation:
(a) if the board of directors of each domestic corporation, foreign corporation, domesticnonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan ofmerger;
(b) if the members of each domestic nonprofit corporation entitled to vote on the plan ofmerger, approve the plan of merger if required by Section 16-6a-1102;
(c) if the shareholders of each domestic corporation entitled to vote on the plan ofmerger, approve the plan of merger, if required by Section 16-10a-1103;
(d) if the merger is permitted by and consistent with the laws of the state or countryunder whose law each foreign corporation or foreign nonprofit corporation party to the merger isincorporated;
(e) if the shareholders of each such foreign corporation approve the plan of merger and asrequired by applicable law of the states or countries under whose law each foreign corporationparty to the merger is incorporated; and
(f) if the members of each such foreign nonprofit corporation approve the plan of mergerand as required by applicable law of the states or countries under whose law each foreignnonprofit corporation party to the merger is incorporated.
(2) The plan of merger required by Subsection (1) shall set forth:
(a) the name of each party to the merger planning to merge;
(b) the name of the surviving domestic nonprofit corporation into which each party to themerger plans to merge;
(c) the terms and conditions of the merger;
(d) the manner and basis of converting in whole or part the shares or memberships if any,of each party to the merger into shares, memberships, obligations, or other interests of:
(i) the surviving domestic nonprofit corporation;
(ii) any other entity; or
(iii) into money or other property; and
(e) any amendments to the articles of incorporation of the surviving domestic nonprofitcorporation to be effected by the merger.
(3) In addition to the provisions required by Subsection (2), the plan of merger may setforth other provisions relating to the merger.
(4) One or more domestic corporations may merge into a domestic nonprofit corporationif:
(a) the board of directors of each participating domestic corporation adopts the plan ofmerger;
(b) the shareholders of each participating domestic corporation adopt the plan of mergerin accordance with Section 16-10a-1103; and
(c) the merger is effected in compliance with Chapter 6a, Part 11, Merger.

Amended by Chapter 228, 2006 General Session