2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 61 - Merger
48-61-106 - Merger with foreign corporation.

48-61-106. Merger with foreign corporation.

(a)  Except as provided in § 48-61-102, one (1) or more foreign for-profit or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:

     (1)  The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law carrying out the merger;

     (2)  The foreign corporation complies with § 48-61-105 if it is the surviving corporation of the merger; and

     (3)  Each domestic nonprofit corporation complies with the applicable provisions of §§ 48-61-101 48-61-103 and, if it is the surviving corporation of the merger, with § 48-61-104.

(b)  Upon the merger taking effect, the surviving foreign for-profit or nonprofit corporation is deemed to have appointed the secretary of state as its agent for service of process in any proceeding brought against it to enforce any obligation or the rights of shareholders or members of each domestic for-profit or nonprofit corporation party to the merger.

(c)  The effect of such merger shall be the same as in the case of the merger of a domestic nonprofit corporation with another domestic nonprofit corporation or a domestic for-profit corporation, if the surviving corporation is to be governed by the laws of this state. If the surviving corporation is to be governed by the laws of any state other than this state, the effect of such merger shall be the same as in the case of the merger of a domestic nonprofit corporation with another domestic nonprofit corporation or a domestic for-profit corporation except insofar as the laws of such other state provide otherwise.

[Acts 1987, ch. 242, § 11.06.]