Utah Code 16-10a-1101. Merger

(1)

A domestic corporation may merge into another entity if:

Terms Used In Utah Code 16-10a-1101

Articles of incorporation: include :

(a)	amended and restated articles of incorporation;

(b)	articles of merger; and

(c)

a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-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:

(a)	is not a foreign corporation; and

(b)

is incorporated under or subject to this chapter. See Utah Code 16-10a-102

Entity: includes :

(a)	a domestic and foreign corporation;

(b)	a nonprofit corporation;

(c)	a limited liability company;

(d)	a profit or nonprofit unincorporated association;

(e)	a business trust;

(f)	an estate;

(g)	a partnership;

(h)

a trust;

(i)	two or more persons having a joint or common economic interest;

(j)

a state;

(k)	the United States; and

(l)	a foreign government. See Utah Code 16-10a-102 Property: includes both real and personal property. See Utah Code 68-3-12.5
(a)	the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and

(b)	any other entity that plans to merge approves the plan of merger as provided by the statutes governing the entity.

(2)

The plan of merger referred to in Subsection (1) shall set forth:

(a)	the name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge;

(b)	the terms and conditions of the merger;

(c)

the manner and basis of converting the ownership interests in each entity, in whole or part, into:

(i)	ownership interests, obligations, or other securities of the surviving entity or another entity; or

(ii)	cash or other property; and

(d)	any amendments to the articles of incorporation or organization of the surviving entity to be effected by the merger.

(3)	The plan of merger may set forth other provisions relating to the merger.

Amended by Chapter 244, 2011 General Session

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