Articles of Merger Involving a Foreign Corporation or Foreign Other Entity

(1) One or more domestic corporations and one or more other entities may merge with one or more foreign corporations or foreign other entities by filing articles of merger with the Division. (2) The articles of merger consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of merger shall set forth: (a) the name of each party to the merger; (b) the jurisdiction and date of organization of each foreign corporation and foreign other entity that is a party to the merger and the date of organization; (c) whether the foreign corporation or other entity is qualified to do business in the commonwealth; (d) the name of the surviving entity, which may but need not be one of the constituent entities; (e) the jurisdiction under the laws of which the surviving entity will be organized; (f) the date and time the articles of merger will be effective if the articles of merger are to be effective at a later date and/or time, not more than 90 days after the date and time of filing. (g) for each domestic corporation that is a party to the merger, if the merger required approval by the shareholders, a statement that the plan was duly approved by the shareholders and if voting by any separate voting group was required by each separate voting group in the manner required by M.G.L. c. 156D and the articles of organization. (h) if the plan of merger did not require approval by the shareholders of a domestic corporation that was a party to this merger, a statement to that effect; (i) that the participation of each other domestic entity foreign corporation or foreign other entity was duly authorized by the law under which the other entity or foreign corporation was organized and by its organization documents; (j) any amendment to the articles of organization of the surviving entity, if the surviving entity is a domestic business corporation; (k) the articles or organization of a new domestic business corporation including all supplemental information required by 950 CMR 113.00; (l) the executive office of a foreign other entity if such information is not on the record of the foreign other entity and such foreign other entity is the survivor of the merger. (3) Requirement to File Annual Report. In order to file articles of merger, a corporation which is merging into a foreign or domestic corporation or other entity, shall file all annual reports required to be filed by it for the last ten fiscal years. If the corporation has not completed its current year at the time it files articles of merger, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the prior fiscal year.