Utah Code 16-6a-1101. Merger
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(1) One or more domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations may merge into a nonprofit corporation:
Terms Used In Utah Code 16-6a-1101
- Articles of incorporation: include :(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
- board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation for profit that:
(15)(a) is not a foreign corporation; and(15)(b) is incorporated under or subject to Chapter 10a, Utah Revised Business Corporation Act. See Utah Code 16-6a-102- domestic nonprofit corporation: means an entity that:
(37)(a) is not a foreign nonprofit corporation; and(37)(b) is incorporated under or subject to this chapter. See Utah Code 16-6a-102- Entity: includes :
(25)(a) a domestic or foreign corporation;(25)(b) a domestic or foreign nonprofit corporation;(25)(c) a limited liability company;(25)(d) a profit or nonprofit unincorporated association;(25)(e) a business trust;(25)(f) an estate;(25)(g) a partnership;(25)(h) a trust;(25)(i) two or more persons having a joint or common economic interest;(25)(j) a state;(25)(k) the United States; or(25)(l) a foreign government. See Utah Code 16-6a-102- Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Utah Code 16-6a-102
- Foreign nonprofit corporation: means an entity:
(28)(a) incorporated under a law other than the laws of this state; and(28)(b) that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102- money: means :
(7)(a)(i) legal tender;(7)(a)(ii) a negotiable instrument; or(7)(a)(iii) other cash equivalent readily convertible into legal tender. See Utah Code 16-6a-102- Property: includes both real and personal property. See Utah Code 68-3-12.5
- State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
- Vote: includes authorization by:
(55)(a) written ballot; and(55)(b) written consent. See Utah Code 16-6a-102(1)(a) if the board of directors of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger adopts a plan of merger;(1)(b) if the members of each domestic nonprofit corporation entitled to vote on the plan of merger, approve the plan of merger if required by Section 16-6a-1102;(1)(c) if the shareholders of each domestic corporation entitled to vote on the plan of merger, approve the plan of merger, if required by Section 16-10a-1103;(1)(d) if the merger is permitted by and consistent with the laws of the state or country under whose law each foreign corporation or foreign nonprofit corporation party to the merger is incorporated;(1)(e) if the shareholders of each such foreign corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign corporation party to the merger is incorporated; and(1)(f) if the members of each such foreign nonprofit corporation approve the plan of merger and as required by applicable law of the states or countries under whose law each foreign nonprofit corporation party to the merger is incorporated.(2) The plan of merger required by Subsection (1) shall set forth:(2)(a) the name of each party to the merger planning to merge;(2)(b) the name of the surviving domestic nonprofit corporation into which each party to the merger plans to merge;(2)(c) the terms and conditions of the merger;(2)(d) the manner and basis of converting in whole or part the shares or memberships if any, of each party to the merger into shares, memberships, obligations, or other interests of:(2)(d)(i) the surviving domestic nonprofit corporation;(2)(d)(ii) any other entity; or(2)(d)(iii) into money or other property; and(2)(e) any amendments to the articles of incorporation of the surviving domestic nonprofit corporation to be effected by the merger.(3) In addition to the provisions required by Subsection (2), the plan of merger may set forth other provisions relating to the merger.(4) One or more domestic corporations may merge into a domestic nonprofit corporation if:(4)(a) the board of directors of each participating domestic corporation adopts the plan of merger;(4)(b) the shareholders of each participating domestic corporation adopt the plan of merger in accordance with Section 16-10a-1103; and(4)(c) the merger is effected in compliance with Chapter 6a, Part 11, Merger.