14A:10-7. Merger or consolidation of domestic and foreign corporations
(1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner:
(a) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation 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 section 14A:10-4.1 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection 14A:10-4.1(1), shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with.
(c) If the surviving or new corporation is to be a foreign corporation and is to transact business in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by section 14A:10-4.1 shall, in addition to other required information, set forth
(i) an agreement by such foreign corporation
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
foreign corporation, 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; and
(ii) an irrevocable appointment by such
foreign corporation 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;
(iii) an agreement by such foreign corporation
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 this act with
respect to the rights of dissenting shareholders.
(2) The provisions of subsection 14A:10-3(4) 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 a foreign corporation, 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 the laws of the jurisdiction of incorporation of such foreign corporation shall provide otherwise.
(4) One or more foreign corporations and one or more domestic corporations may be merged in the manner provided in section 14A:10-5.1, provided that, if the parent corporation is a foreign corporation, it shall, notwithstanding the provisions of the laws of its jurisdiction of incorporation, comply with the provisions of subsection 14A:10-5.1(2) with respect to notice to shareholders of any domestic subsidiary corporation which is a party to the merger.
L.1968, c.350; amended 1973,c.366,s.56; 1988,c.94,s.60.
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Last modified: October 11, 2016