15A:10-5. Certificate of merger or consolidation
a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth:
(1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation;
(2) the plan of merger or the plan of consolidation;
(3) as to each corporation without members entitled to vote thereon:
(a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and
(b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting;
(4) as to each corporation having members entitled to vote thereon:
(a) the number of members entitled to vote on such plan,
(b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class,
(c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting;
(5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective.
b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.
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Last modified: October 11, 2016