- (1) A domestic entity may become a party to a merger by approving a plan of merger.
(2) A plan of merger shall contain:
(a) each merging entity's:
- (i) name;
- (ii) jurisdiction of formation; and
- (iii) type of entity;
(b) if the merger creates a surviving entity:
- (i) a statement stating that the merger creates a surviving entity; and
(ii) the surviving entity's:
- (A) name;
- (B) jurisdiction of formation; and
- (C) type of entity;
(c) if the surviving entity exists before the merger, any proposed amendment to the surviving entity's:
- (i) public organic record; and
- (ii) private organic rules that are, or that the surviving entity proposes to be, in a record;
- (d) the manner by which the interest of each party to the merger will convert to an interest, a security, an obligation, money, property, or a right to acquire an interest or security in the surviving entity;
- (e) all other terms and conditions of the merger; and
- (f) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
Enacted by Chapter 93, 2026 General Session