NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982
450.2736 Merger or consolidation of domestic corporations and domestic or foreign business corporations; procedure; compliance with applicable laws; plan of merger or consolidation; applicability of act to surviving or new corporation or business corporation governed by laws of other jurisdiction; liability of corporation or business corporation; service of process.
(1) Subject to section 301(5), one or more domestic corporations and 1 or more domestic business corporations and foreign business corporations may be merged or consolidated as provided in this act, if such merger or consolidation is not contrary to the law of the state of incorporation of any constituent foreign business corporation.
(2) With respect to procedure, including authorization by shareholders, members, or directors, each domestic corporation shall comply with the provisions of this act, each domestic business corporation shall comply with the provisions of Act No. 284 of the Public Acts of 1972, as amended, being sections 450.1101 to 450.2099 of the Michigan Compiled Laws, and each foreign business corporation shall comply with the applicable provisions of the law of the jurisdiction where it is organized.
(3) The plan of merger or consolidation shall set forth, in addition to all matters required by section 701(2), the manner and basis of converting shares, membership or other interests in each constituent corporation or business corporation into shares, membership, or other interests of the surviving or consolidated corporation or business corporation, or the case or other consideration to be paid or delivered in exchange for shares, membership, or other interests in each constituent corporation or business corporation, or a combination thereof.
(4) If the surviving or new corporation or business corporation is to be governed by the laws of a jurisdiction other than this state, it shall comply with the provisions of this act with respect to foreign corporations or foreign business corporations if it is to conduct affairs or to transact business in this state. The corporation or business corporation is liable and is subject to service of process in a proceeding in this state for the enforcement of an obligation of a domestic corporation or a domestic business corporation which is a party to the merger or consolidation.
History: 1982, Act 162, Eff. Jan. 1, 1983
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