Domestic and Foreign Corporation - Consolidation and Merger

Under the terms of M.G.L. c. 156B, § 79, one or more corporations organized under the General Laws of the Commonwealth may consolidate or merge with one or more corporations organized under the laws of any other state or states of the United States, if the laws of such other state or states permit. The constituent corporations may consolidate to form a new corporation, which may be a corporation of the state under the laws of which any one of the constituent corporations is organized, or they may merge into a single corporation which may be any one of the constituent corporations. If a foreign corporation is the resulting or surviving corporation after the consolidation or merger then the Agreement of Consolidation of Merger shall comply with the applicable provisions of the laws of such other state. Under the terms of M.G.L. c. 156B, § 79, such a resulting or surviving foreign corporation shall assume the legal liabilities of the constituent corporations and shall agree to comply with the provisions of M.G.L. c. 181 most notably in respect to service of process. If a corporation organized under the General Laws of the Commonwealth is the resulting or surviving corporation then all the substantive and filing requirements relative to the Agreement of Consolidation or Merger must be in compliance with M.G.L. c. 156B, § 78, and 950 CMR 104.12.