Merger of Subsidiary into Parent Corporation

Pursuant to M.G.L. c. 156B, § 82, a parent corporation may merge a subsidiary corporation or corporations into itself by vote of its directors if the parent corporation owns at least 90% of the outstanding shares of each class of stock of the subsidiary corporation(s). The parent corporation may be organized under the laws of the Commonwealth or under the laws of any other state of the United States if such other laws permit. Articles of Merger shall be submitted to the Division and shall include the vote of the directors of the parent corporation and clearly state the effective date of the merger. If the parent corporation is organized under the laws of another state then the Articles of Merger shall also include an agreement by such corporation to assume the legal liabilities of any corporation organized under the General Laws of the Commonwealth with which it has merged, and to comply with the provisions of M.G.L. c. 181 most notably in respect to service of process. The Articles of Merger shall be signed under penalties of perjury by the president or a vice president and the clerk or an assistant clerk of the parent corporation or in the case of a parent corporation organized under the laws of another state by officers having corresponding powers and duties pursuant to M.G.L. c. 156B, § 82(b). A parent corporation may not be merged into a subsidiary corporation under M.G.L. c. 156B, § 82. This so-called "downstream merger" must be effected in accordance with the provisions of M.G.L. c. 156B, §§ 78 or 79. Under M.G.L. c. 156B, § 82, the only corporate action required is the vote of directors of the parent corporation. Thus, no amendments may be made to the articles of organization. Neither stockholder action nor director action of the subsidiary is required.