Domestic Corporations - Consolidation and Merger

(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. 156 B, §§ 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.