Merger of Association or Trust into Corporation

Under the terms of M.G.L. c. 156B, § 83, in order to merge an association or trust into a corporation organized under the General Laws of the Commonwealth, either the association or trust must own at least 90% of the outstanding shares of each class of stock of the corporation or the corporation must own at least 90% of each class of the outstanding certificates of participation or shares of the association or trust. The declaration of trust must be filed with the state secretary and must specifically state that the association or trust has the ability to merge into a corporation. Articles of Merger shall be submitted to the Division and shall state the name of the association or trust and the corporation, the effective date of the merger, that the corporation will furnish a copy of the agreement of merger to any stockholder of the corporation or any person who was an owner of a certificate of participation or shares of the association or trust upon written request and without charge, and be signed under penalties of perjury by the president or a vice president and the clerk or an assistant clerk of the corporation and by the persons authorized to execute such a merger for the association or trust. The merger shall become effective upon the proper filing of the Articles of Merger. However, a later date of not more than 30 days after filing may be allowed in accordance with M.G.L. c. 156B, § 83. Only one association or trust may be merged in one Articles of Merger.