(a) After the plan of merger or consolidation is approved by the shareholders of each constituent corporation, appropriate articles of merger or consolidation shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner. If the articles of merger or consolidation show that the plan of merger or consolidation has been duly approved by the shareholders of each constituent corporation, as required in § 56-10-105, and otherwise conforms to the law, the commissioner shall endorse approval on each copy of the articles, shall record one (1) copy in the commissioner’s office as provided in § 56-1-604, and shall return the other two (2) copies to the domestic company for filing and recording with the secretary of state and the register of that county in which the surviving or consolidated company has its principal office, in the same manner as provided for certificates of incorporation.
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.
Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) After the plan of exchange of stock is approved by the shareholders of the domestic company and the acquiring corporation, an appropriate agreement of exchange shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner. If the agreement shows that the plan of exchange has been duly approved by the shareholders of the domestic company and the acquiring corporation as required by § 56-10-105 and otherwise conforms to the law, the commissioner shall endorse approval on each copy thereof, shall record one (1) copy in the commissioner’s office, as provided in § 56-1-604, and shall return one (1) copy to the domestic company and to the acquiring corporation.
