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<section article="gca" article_name="Corporations and Associations" number="3-109" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="1" subtitle_name="Consolidation, Merger, and Transfer of Assets">
  <level label="a">
    <text>In this section, “facts ascertainable outside the articles” includes:</text>
    <level label="1">
      <text>An action or a determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;</text>
    </level>
    <level label="2">
      <text>The contents of any agreement to which the corporation is a party or any other document; and</text>
    </level>
    <level label="3">
      <text>Any other event.</text>
    </level>
  </level>
  <level label="b">
    <text>Articles of consolidation, merger, or share exchange shall contain the terms and conditions of the transaction and the manner of carrying it into effect, including:</text>
    <level label="1">
      <text>A statement that each party to the articles agrees to merge, to consolidate to form a new corporation, or to acquire stock or have its stock acquired in a share exchange, as the case may be;</text>
    </level>
    <level label="2">
      <text>The name and place of incorporation or organization of:</text>
      <level label="i">
        <text>Each party to the articles; and</text>
      </level>
      <level label="ii">
        <text>The successor corporation in a consolidation, merger, or share exchange or the successor domestic partnership, limited partnership or limited liability company in a merger;</text>
      </level>
    </level>
    <level label="3">
      <text>As to each foreign corporation:</text>
      <level label="i">
        <text>The date of its incorporation;</text>
      </level>
      <level label="ii">
        <text>A statement whether it is incorporated under general law or by special act and, if incorporated by special act, the chapter number and year of passage; and</text>
      </level>
      <level label="iii">
        <text>If the corporation is registered or qualified to do business in this State, the date of its registration or qualification;</text>
      </level>
    </level>
    <level label="4">
      <text>As to each foreign business trust:</text>
      <level label="i">
        <text>The date of its organization; and</text>
      </level>
      <level label="ii">
        <text>If the business trust is registered or qualified to do business in this State, the date of its registration or qualification;</text>
      </level>
    </level>
    <level label="5">
      <text>As to each foreign partnership, limited partnership or limited liability company:</text>
      <level label="i">
        <text>The date of its formation; and</text>
      </level>
      <level label="ii">
        <text>If the foreign partnership, limited partnership or limited liability company is registered or qualified to do business in this State, the date of its registration or qualification;</text>
      </level>
    </level>
    <level label="6">
      <text>Each county in this State where:</text>
      <level label="i">
        <text>Each corporation, partnership, limited partnership, limited liability company, and business trust party to the articles has its principal office; and</text>
      </level>
      <level label="ii">
        <text>Any of the parties in a consolidation or merger, other than the successor, owns an interest in land;</text>
      </level>
    </level>
    <level label="7">
      <text>If the successor is a foreign corporation, foreign partnership, limited partnership, limited liability company, or a foreign business trust:</text>
      <level label="i">
        <text>The location of its principal office in the place where it is organized; and</text>
      </level>
      <level label="ii">
        <text>The name and address of its resident agent in the place where it is organized;</text>
      </level>
    </level>
    <level label="8">
      <text>A statement that the terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation, partnership, limited partnership, limited liability company, or business trust party to the articles in the manner and by the vote required by its charter, declaration of trust, or other governing document and the laws of the place where it is organized, and a statement of the manner of approval; and</text>
    </level>
    <level label="9">
      <text>Every other provision necessary to effect the consolidation, merger, or share exchange.</text>
    </level>
  </level>
  <level label="c">
    <text>In addition to the requirements of subsection (b) of this section, articles of consolidation shall include:</text>
    <level label="1">
      <text>Every matter and fact required to be stated in articles of incorporation except the provisions about incorporators;</text>
    </level>
    <level label="2">
      <text>As to each corporation party to the articles:</text>
      <level label="i">
        <text>The total number of shares of stock of all classes which the corporation has authority to issue;</text>
      </level>
      <level label="ii">
        <text>The number of shares of stock of each class;</text>
      </level>
      <level label="iii">
        <text>The par value of the shares of stock of each class or a statement that the shares are without par value; and</text>
      </level>
      <level label="iv">
        <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and</text>
      </level>
    </level>
    <level label="3">
      <text>The manner and basis of converting or exchanging issued stock of the consolidating corporations into different stock or other consideration, and the treatment of any issued stock of the consolidating corporations not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of consolidation.</text>
    </level>
  </level>
  <level label="d">
    <text>In addition to the requirements of subsection (b) of this section, articles of merger shall include:</text>
    <level label="1">
      <level label="i">
        <text>Any amendment to the charter, certificate of limited partnership, articles of organization, or declaration of trust of the successor to be effected as part of the merger; and</text>
      </level>
      <level label="ii">
        <text>The restatement, if a restatement of the charter, the certificate of limited partnership, articles of organization, or declaration of trust of the successor is to be effected as a part of the merger;</text>
      </level>
    </level>
    <level label="2">
      <text>As to each corporation party to the articles:</text>
      <level label="i">
        <text>The total number of shares of stock of all classes or series which the corporation has authority to issue;</text>
      </level>
      <level label="ii">
        <text>The number of shares of stock of each class or series;</text>
      </level>
      <level label="iii">
        <text>The par value of the shares of stock of each class or series or a statement that the shares are without par value; and</text>
      </level>
      <level label="iv">
        <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes or series;</text>
      </level>
    </level>
    <level label="3">
      <text>As to each business trust party to the articles:</text>
      <level label="i">
        <text>The total number of shares of beneficial interest of all classes and series which the business trust has authority to issue; and</text>
      </level>
      <level label="ii">
        <text>The number of shares of beneficial interest of each class and series;</text>
      </level>
    </level>
    <level label="4">
      <text>If the charter or declaration of trust of the successor is amended in a manner which changes any of the information required by items (2) and (3) of this subsection, that information as it was both immediately before and as changed by the merger; and</text>
    </level>
    <level label="5">
      <text>The manner and basis of converting or exchanging issued shares of stock of the merging corporations, outstanding partnership interest of the merging partnership or limited partnership, or shares of beneficial interest of the merging business trusts into different stock of a corporation, partnership interest of a partnership or limited partnership, outstanding membership interest of a limited liability company, shares of beneficial interest of a business trust, or other consideration, and the treatment of any issued shares of stock of the merging corporations, partnership interest of the merging partnership or limited partnerships, membership interest of the merging limited liability company, or shares of beneficial interest of the merging business trusts not to be converted or exchanged, any or all of which may be made dependent on facts ascertainable outside the articles of merger.</text>
    </level>
  </level>
  <level label="e">
    <text>In addition to the requirements of subsection (b) of this section, articles of share exchange shall include:</text>
    <level label="1">
      <text>As to the corporation the shares of which are to be acquired in the exchange:</text>
      <level label="i">
        <text>The total number of shares of stock of all classes which the corporation has authority to issue;</text>
      </level>
      <level label="ii">
        <text>The number of shares of stock of each class;</text>
      </level>
      <level label="iii">
        <text>The par value of the shares of stock of each class or a statement that the shares are without par value; and</text>
      </level>
      <level label="iv">
        <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and</text>
      </level>
    </level>
    <level label="2">
      <text>The manner and basis of exchanging the stock to be acquired for stock or other consideration to be issued or delivered by or on behalf of the successor, any or all of which may be made dependent on facts ascertainable outside the articles of share exchange.</text>
    </level>
  </level>
  <level label="f">
    <text>Articles of consolidation, merger, or share exchange may provide:</text>
    <level label="1">
      <text>The number and names of the directors or trustees of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange; and</text>
    </level>
    <level label="2">
      <text>The titles and names of one or more officers of the successor, or of persons acting in similar positions, who will hold those positions as of the effective time of the consolidation, merger, or share exchange, if the persons serving in those positions will be changed in the consolidation, merger, or share exchange.</text>
    </level>
  </level>
</section>
