(a) After a plan of merger has been adopted and approved as required by sections 33-1000 to 33-1290, inclusive, a certificate of merger shall be executed on behalf of each party to the merger by any officer or other duly authorized representative of such party. The certificate of merger shall set forth: (1) The names of the parties to the merger; (2) the name of the corporation that will be the survivor of the merger; (3) the date on which the merger is to be effective; (4) if the certificate of incorporation of the survivor of the merger is amended, or if a new corporation is created as a result of the merger, the amendments to the survivor’s certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger required approval by the members of the corporation, a statement that the plan was duly approved by the members and, if voting by any separate class of members was required, by each such separate class of members, in the manner required by sections 33-1000 to 33-1290, inclusive, and the certificate of incorporation; and (6) if the plan of merger did not require approval by the members of the corporation, a statement to that effect.
(b) The certificate of merger shall be delivered to the Secretary of the State for filing by the survivor of the merger and shall take effect on the effective date of the merger.
(P.A. 96-256, S. 110, 209; P.A. 03-18, S. 44.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger and amended Subsec. (b) by replacing former provisions with provisions re filing and effective date of certificate of merger, effective July 1, 2003.
Section: Previous 33-1146 33-1147 33-1150 33-1151 33-1152 33-1155 33-1156 33-1157 33-1158 33-1159 33-1159a 33-1159b 33-1165 33-1166 33-1170 NextLast modified: November 16, 2016