US Laws, Codes, Statutes & Cases

PART XI.  MERGERS, CONSOLIDATIONS,

AND SHARE EXCHANGES

§111.  Authorization for mergers, consolidations, and share exchanges

A.  Any two or more business corporations, and any one or more business corporations and any one or more nonprofit and foreign corporations, may (subject to authorization thereto by Chapter 2 of this Title if a nonprofit corporation is involved, and by the laws under which any foreign corporation or corporations involved were formed):

(1)  Be merged into one of the business, nonprofit, or foreign corporations, or

(2)  Be consolidated into a new corporation to be formed under this Chapter, under Chapter 2 of this Title, or under the laws under which one of the foreign corporations was formed.  

(3)  Enter into a share exchange, whereby all of the outstanding shares of one or more class or series of capital stock of a corporation are acquired by another corporation, with each corporation remaining in existence immediately following the acquisition of shares.  

B.  For all purposes of this Part, the term "foreign corporation" shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise; the term "shareholder" or "member" shall include members of such an association, trust or enterprise and holders of shares therein; the term "shares" shall include shares of stock or other financial or beneficial interests in such an association, trust or enterprise; and the term "laws under which any foreign corporation or corporations involved were formed" shall include the agreement under which any such association, trust or enterprise was formed.  

Acts 1968, No. 105, §1; Acts 1990, No. 849, §1, eff. for taxable years after Dec. 31, 1989.