(1) Two or more corporations organized under
the General Laws of the Commonwealth may consolidate to form a new corporation
or merge into a single corporation which may be any one of the constituent
corporations pursuant to M.G.L. c. 156B, § 78.
The Articles of Consolidation or Merger shall set forth:
(a) the due adoption of an agreement of
consolidation or merger in accordance with M.G.L. c. 156B, §§ 78(b)
and (c);
(b) the exact names of the
constituent corporations and the exact name of the resulting or surviving
corporation;
(c) the effective date
of the consolidation or merger which may be the date of filing the articles of
consolidation or merger with the Division or any specified date not more than
30 days after the day of filing;
(d) that the resulting or surviving
corporation will furnish a copy of the agreement of consolidation or merger to
any of its stockholders or to any person who was a stockholder of any
constituent corporation upon request and without charge;
(e) in the case of a merger, any amendments
to the articles of organization of the surviving corporation; and
(f) in the case of a consolidation
1. the purposes of the resulting
corporation;
2. the total number of
shares and the par value, if any, of each class of stock which the corporation
is authorized to issue;
3. if more
than one class of stock is to be authorized, a description of each class with
the preferences, voting powers, qualifications, special or relative rights or
privileges as to each class and any series thereof then established;
4. such other provisions as may have been
included in the Articles of Organization pursuant to M.G.L. c. 156B, § 13
and are contained in the agreement of consolidation.
In addition, the articles of consolidation or merger will
contain the following information which shall not for any purpose be treated as
a permanent part of the articles of organization of the resulting or surviving
corporation:
(g)
the street address of the principal office of the resulting or surviving
corporation in the Commonwealth;
(h) the name, residence, and post office
address of each of the directors and president, treasurer, and clerk of the
resulting or surviving corporation;
(i) the fiscal year of the resulting or
surviving corporation.
(2) The Articles of Consolidation or Merger
shall be signed by the president or a vice president or the clerk or assistant
clerk of each constituent corporation.
