Mass. Gen. Laws ch. 164 § 102A

Current through Chapters 1 to 249 and Chapters 253 to 255 of the 2024 Legislative Session

Section 164:102A - Consolidation or merger; agreement, provisions; submission of article to state secretary; form; requisites and information; approval; effectiveness; filings

Corporations desiring to consolidate or merge pursuant to sections ninety-six and ninety-seven shall enter into an agreement of consolidation or merger executed in the manner and setting forth the information prescribed in the first paragraph of subsection (b) of section seventy-eight of chapter one hundred and fifty-six B.

The agreement of consolidation or merger may contain such other provisions as are permitted by section six to be included in the articles of organization of a corporation, together with any provisions deemed necessary or desirable in connection with the consolidation or merger, including, without limitation, a provision permitting the abandonment thereof, which are not inconsistent with the provisions of this chapter or with the provisions of chapter one hundred and fifty-six B made applicable by section four of this chapter.

Unless such agreement is abandoned pursuant to provisions contained therein, articles of consolidation or articles of merger shall be submitted to the state secretary within sixty days after the last of (i) the meetings of the stockholders of the constituent corporations at which such agreement was approved and (ii) the entry of an order of the department approving the consolidation or merger and the terms of the agreement thereof pursuant to section ninety-six or section ninety-seven. Such articles of consolidation or merger shall set forth in full the agreement of consolidation or merger pursuant to such agreement, and shall be signed by the president or a vice-president and the clerk or an assistant clerk of each constituent corporation, who shall state under the penalties of perjury that the agreement has been duly executed on behalf of such corporation and has been approved by the stockholders of such corporation and by the department in the manner required by said section ninety-six or said section ninety-seven.

The form on which the articles of consolidation or merger are filed shall also 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:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial directors and president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted; and

(4) the date initially fixed in the by-laws for the annual meeting of the stockholders of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B unless said articles specify a later date not more than thirty days after such filing in which event the consolidation or merger shall become effective on such later date.

The resulting or surviving corporation shall within twenty days of the effective date of the consolidation or merger file a copy of the articles of consolidation or merger, certified by the state secretary, in the registry of deeds in each district within the commonwealth in which real property of any constituent corporation is situated, or in lieu of such certified copy a certificate issued pursuant to section one hundred and two B.

Mass. Gen. Laws ch. 164, § 102A