1921 - Merger and consolidation authorized.
SUBCHAPTER C MERGER, CONSOLIDATION, SHARE EXCHANGES AND SALE OF ASSETS Sec. 1921. Merger and consolidation authorized. 1922. Plan of merger or consolidation. 1923. Notice of meeting of shareholders. 1924. Adoption of plan. 1925. Authorization by foreign corporations. 1926. Articles of merger or consolidation. 1927. Filing of articles of merger or consolidation. 1928. Effective date of merger or consolidation. 1929. Effect of merger or consolidation. 1929.1. Limitations on asbestos-related liabilities relating to certain mergers or consolidations. 1930. Dissenters rights. 1931. Share exchanges. 1932. Voluntary transfer of corporate assets. Cross References. Subchapter C is referred to in sections 1952, 1962, 2538, 7723 of this title. § 1921. Merger and consolidation authorized. (a) Domestic surviving or new corporation.--Any two or more domestic business corporations, or any two or more foreign business corporations, or any one or more domestic business corporations and any one or more foreign business corporations, may, in the manner provided in this subchapter, be merged into one of the domestic business corporations, designated in this subchapter as the surviving corporation, or consolidated into a new corporation to be formed under this subpart, if the foreign business corporations are authorized by the laws of the jurisdiction under which they are incorporated to effect a merger or consolidation with a corporation of another jurisdiction. (b) Foreign surviving or new corporation.--Any one or more domestic business corporations, and any one or more foreign business corporations, may, in the manner provided in this subchapter, be merged into one of the foreign business corporations, designated in this subchapter as the surviving corporation, or consolidated into a new corporation to be incorporated under the laws of the jurisdiction under which one of the foreign business corporations is incorporated, if the laws of that jurisdiction authorize a merger with or consolidation into a corporation of another jurisdiction. (c) Business trusts, partnerships and other associations.-- The provisions of this subchapter applicable to domestic and foreign business corporations shall also be applicable to a merger, consolidation or share exchange to which a domestic business corporation is a party or in which such a corporation is the resulting entity with, into or involving a domestic or foreign partnership, business trust or other association. The surviving, resulting or exchanging entity in such a merger, consolidation or share exchange may be a corporation, partnership, business trust or other association. Subject to the provisions of Subchapter F of Chapter 85 (relating to merger and consolidation), the powers and duties vested in and imposed upon the board of directors and shareholders in this subchapter shall be exercised and performed by the group of persons under the direction of whom the business and affairs of the partnership, business trust or other association are managed and the holders or owners of beneficial or other interests in the partnership, business trust or other association, respectively, irrespective of the names by which the managing group and the holders or owners of beneficial or other interests are designated. The units into which the beneficial or other interests in the partnership, business trust or other association are divided shall be deemed to be shares for the purposes of applying the provisions of this subchapter to a merger, consolidation or share exchange involving the partnership, business trust or other association. Dissenters rights shall be available to a holder of beneficial or other interests only to the extent, if any, provided by the law under which the partnership, business trust or other association is organized. (Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 amended subsec. (c). Cross References. Section 1921 is referred to in section 9503 of this title.