Vermont Statutes Title 11 Sec. 11-11
Terms Used In Vermont Statutes Title 11 Sec. 11-11
- Constituent organization: means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter. See
- 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.
- Governing statute: means the statute that governs an organization's internal affairs. See
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a merger authorized by sections 11. See
- Organization:
- Organizational documents: means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:
- Person: includes individual and entity. See
- Public organizational documents: means the record of organizational documents required to be filed with the Secretary of State to form an organization, and any amendment to or restatement of that record, and includes:
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- Service of process: The service of writs or summonses to the appropriate party.
- Share exchange: means a share exchange authorized by sections 11. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
- Statute: A law passed by a legislature.
§ 11.11. Filing required for merger or share exchange; effective date
(a) After each constituent organization approves a merger or share exchange, a person with appropriate authority shall sign articles of merger or share exchange on behalf of:
(1) each constituent corporation; and
(2) each other constituent organization as required by its governing statute.
(b) Articles of merger under this section shall be in a record and shall include:
(1) the name and type of each constituent organization and the jurisdiction of its governing statute;
(2) the name and type of the surviving constituent organization, the jurisdiction of its governing statute, and, if the merger creates the surviving constituent organization, a statement to that effect;
(3) the date the merger takes effect under the governing statute of the surviving constituent organization;
(4) if the merger creates the surviving constituent organization, its public organizational documents;
(5) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents;
(6) a statement on behalf of each constituent organization that it approved the merger as required by its governing statute;
(7) if the surviving constituent organization is a foreign constituent organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and
(8) any additional information the governing statute of a constituent organization requires.
(c) A merger takes effect under this chapter:
(1) if the surviving constituent organization is a corporation, upon the later of:
(A) compliance with subsection (f) of this section; or
(B) subject to section 1.23 of this title, as specified in the articles of merger; or
(2) if the surviving constituent organization is not a corporation, as provided by the governing statute of the surviving constituent organization.
(d) Articles of share exchange under this section shall be in a record and shall include:
(1) the name and type of each constituent organization and the jurisdiction of its governing statute;
(2) the date the share exchange takes effect under the governing statute of each of the constituent organizations;
(3) a statement on behalf of each constituent organization that it approved the share exchange as required by its governing statute;
(4) if either constituent organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and
(5) any additional information the governing statute of a constituent organization requires.
(e) A share exchange takes effect under this chapter upon the later of:
(1) compliance with subsection (f) of this section; or
(2) subject to section 1.23 of this title, as specified in the articles of share exchange.
(f) Each constituent organization shall deliver the articles of merger or share exchange for filing in the Office of the Secretary of State. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)