490.1106 - ARTICLES OF MERGER OR SHARE EXCHANGE.

        490.1106  ARTICLES OF MERGER OR SHARE EXCHANGE.         1.  After a plan of merger or share exchange has been adopted and      approved as required by this chapter, articles of merger or share      exchange shall be executed on behalf of each party to the merger or      share exchange by any officer or other duly authorized      representative.  The articles shall set forth the following:         a.  The names of the parties to the merger or share exchange      and the date on which the merger or share exchange occurred or is to      be effective.         b.  If the articles of incorporation of the survivor of a      merger are amended, or if a new corporation is created as a result of      a merger, the amendments to the survivor's articles of incorporation      or the articles of incorporation of the new corporation.         c.  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 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 this chapter and the articles of incorporation.         d.  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 share exchange, a statement to that effect.         e.  As to each foreign corporation and each other entity that      was a party to the merger or share exchange, a statement that the      plan and the performance of its terms were duly authorized by all      action required by the laws under which the corporation or other      entity is organized or by which it is governed, and by its articles      of incorporation or organizational documents.         2.  Articles of merger or share exchange shall be delivered to the      secretary of 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 share exchange.  
         Section History: Recent Form
         89 Acts, ch 288, §126; 2002 Acts, ch 1154, §70, 125         Referred to in § 490.858, 499.69A