ARS § 10-11105. Articles of merger or membership exchange; publication

ARS § 10-11105. Articles of merger or membership exchange; publication2018-01-14T10:37:50+00:00

A. After a plan of merger or membership exchange is approved by the board of directors and, if required by section 10-11103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the commission for filing both:

1. The plan of merger or membership exchange.

2. Articles of merger or membership exchange setting forth:

(a) The names of the corporations that were parties to the merger or membership exchange.

(b) The name and address of the known place of business of the surviving or acquiring corporation.

(c) The name and address of the statutory agent of the surviving or acquiring corporation.

(d) Any amendments to the articles of incorporation of the surviving corporation.

(e) A statement that the amendment was duly adopted by act of the board of directors and, if required by section 10-11103, by act of the members and any other persons.

B. A merger takes effect at the effective time and date of the articles of merger, as determined pursuant to section 10-3123.

C. If the articles of merger include amendments to the articles of incorporation of the surviving corporation, the document required to be filed and published under this section shall be styled “articles of amendment and merger”.

D. Within sixty days after the commission approves the filing, a copy of the articles of merger or membership exchange shall be published. An affidavit evidencing the publication may be filed with the commission.

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