2013 New Jersey Revised Statutes
Title 14A - CORPORATIONS, GENERAL
Section 14A:10-14 - Merger or consolidation of domestic corporation with other entities; manner.
14A:10-14 Merger or consolidation of domestic corporation with other entities; manner.
30. (1) A domestic corporation may merge or consolidate with one or more other business entities in the following manner:
(a)Each domestic corporation shall comply with the provisions of chapter 10 of Title 14A of the New Jersey Statutes with respect to the merger or consolidation of domestic corporations and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized.
(b)The certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall be executed on behalf of each domestic corporation and each other business entity and, in addition to the information required by subsection (1) of N.J.S.14A:10-4.1, shall set forth that the applicable provisions of the laws of the jurisdiction under which each other business entity was organized have been, or upon compliance with filing and recording requirements will have been, complied with.
(c)If the surviving business entity or new business entity meets the definition of "other business entity" pursuant to subsection (q) of N.J.S.14A:1-2.1, and is organized under the laws of another jurisdiction and is to transact business in this State, it shall comply with the laws of this State applicable to that other business entity, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall, in addition to other required information, set forth:
(i)an agreement by that other business entity that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any other business entity, previously amenable to suit in this State, which is a party to such merger or consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation;
(ii)an irrevocable appointment by that other business entity of the Secretary of State of this State as its agent to accept service of process in any such proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in such proceeding; and
(iii) an agreement by that other business entity that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of chapter 11 of Title 14A of the New Jersey Statutes with respect to the rights of dissenting shareholders.
(2)The provisions of subsection (4) of N.J.S.14A:10-3 shall apply to a merger in which the surviving corporation is a domestic corporation.
(3)If the surviving or new corporation is a domestic corporation, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is any other business entity, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as provided otherwise in the laws under which such other business entity is organized.
L.1995, c.279, s.30; amended 2009, c.158, s.2.
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