Sec. 33-819. Certificate of merger or share exchange.
Sec. 33-819. Certificate of merger or share exchange. (a) After a plan of merger
or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be executed on behalf of
each party to the merger or the share exchange by any officer or other duly authorized
representative of such party. The certificate of merger or share exchange shall set forth:
(1) The names of the parties to the merger or the share exchange; (2) the name of the
corporation or other entity that will be the survivor of the merger or that will acquire
the shares or interests of the other party to the share exchange; (3) the date on which
the merger or the share exchange is to be effective; (4) if the certificate of incorporation
of the survivor of a merger is amended, or if a new corporation is created as a result of
a merger, the amendments to the survivor's certificate of incorporation or the certificate
of incorporation of the new corporation; (5) if the plan of merger or share exchange
required approval by the shareholders of a domestic corporation that was a party to
the merger or the share exchange, a statement that the plan was duly approved by the
shareholders and, if voting by any separate voting group was required, by each such
separate voting group, in the manner required by sections 33-600 to 33-998, inclusive,
and the certificate of incorporation; (6) if the plan of merger or share exchange did not
require approval by the shareholders of a domestic corporation that was a party to the
merger or the share exchange, a statement to that effect; and (7) as to each foreign
corporation and each other entity that was a party to the merger or the share exchange,
a statement that the plan and the performance of its terms were duly authorized by all
action required by the law of the state or country under which the corporation or other
entity is organized or by which it is governed, and by its certificate of incorporation or
organizational documents.
(b) A certificate of merger or share exchange shall be delivered to the Secretary of
the State for filing by the survivor of the merger or the acquiring corporation in a share
exchange and shall take effect on the effective date of the merger or the share exchange.
(P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger or share exchange with
"certificate" of merger or share exchange where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by
replacing former provisions with provisions re execution and contents of certificate of merger or share exchange, and
amended Subsec. (b) by deleting provision re when merger or share exchange takes effect and adding provisions re filing
and effective date of certificate of merger or share exchange, effective July 1, 2003.
Annotations to former section 33-367:
Cited. 178 C. 262.