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2017 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 21 - Merger, Share Exchange and Conversion
§ 48-21-106. Abandonment of merger.
Universal Citation: TN Code § 48-21-106 (2017)
- (a) After a plan of merger or share exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or share exchange, without action by the shareholders or interest holders of such party, in accordance with the procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity.
- (b) If the merger or share exchange is abandoned after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement, executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative, stating that the merger or share exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or share exchange.
- (c) The secretary of state shall, when all fees have been paid as required by law:
- (1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof;
- (2) File the original in the office of the secretary of state; and
- (3) Issue a certificate of abandonment to each party to the merger or share exchange.
- (d) Upon the filing of such statement by the secretary of state, the merger or share exchange shall be deemed abandoned and shall not become effective.
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