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Section 77. Articles of Merger or Consolidation - Revised Corporation Code

Section 77. Articles of Merger or Consolidation of Revised Corporation Code. Section 77. Articles of Merger or Consolidation. - After the approval by the stockholders or members as required by the preceding section, articl

  • Subjects 9 Bar syllabus groups
  • Codals 48 Primary legal sources

Revised Corporation Code

Section 77. Articles of Merger or Consolidation. - After the approval by the stockholders or members as required by the preceding section, articles of merger or articles of consolidation shall be executed by each of the constituent corporations, to be signed by the president or vice president and certified by the secretary or assistant secretary of each corporation setting forth

(a) The plan of the merger or the plan of consolidation;

(b) As to stock corporations, the number of shares outstanding, or in the case of nonstock corporations, the number of members;

(c) As to each corporation, the number of shares or members voting for or against such plan, respectively;

(d) The carrying amounts and fair values of the assets and liabilities of the respective companies as of the agreed cut-off date;

(e) The method to be used in the merger or consolidation of accounts of the companies;

(f) The provisional or pro forma values, as merged or consolidated, using the accounting method; and

(g) Such other information as may be prescribed by the Commission.

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