Delaware § 2005 - Filing of articles of merger, consolidation or conversion; payment of fees; approval by Secretary of State.

§ 2005. Filing of articles of merger, consolidation or conversion; payment of fees; approval by Secretary of State.

The articles of merger, consolidation or conversion, as the case may be, the proof of publication of the advertisement required by this chapter, and a certificate or certificates from the proper department or departments evidencing payment by the corporation of all taxes and charges as required by law, shall be delivered to the Secretary of State.

The Secretary of State shall examine such articles of merger, consolidation or conversion, such proof of publication and such certificate or certificates herein required to be delivered therewith to determine whether they contain all the information and are in the form required by this chapter, and also whether the name of the surviving, new or converted association, as the case may be, conforms with the requirements of law for the name of such an association, or, if the name is not the same as either or any of the merging or consolidating associations, whether it is the same as 1 already adopted or reserved by another corporation or person or is so similar thereto that it is likely to mislead the public.

After all the fees, taxes, and other charges have been paid as required by law, except for the costs of an examination made by the State Bank Commissioner, pursuant to this chapter, to determine whether to approve the merger, consolidation or conversion, or any other charges made by the State Bank Commissioner, the Secretary of State, if the articles of merger, consolidation or conversion, the certificate or certificates herein required to be delivered therewith and the proof of publication contain the information and are in the form required by this chapter, shall forthwith, but not prior to the day specified in the advertisement of the intention to file the articles, endorse the Secretary of State’s approval thereon, and shall forthwith transmit them to the State Bank Commissioner.

If the Secretary of State shall disapprove the articles of merger, consolidation or conversion pursuant to this chapter, the Secretary of State shall forthwith give notice thereof to the association or federal savings and loan association, stating in detail the Secretary of State’s reasons for doing so, and stating how such association or federal savings and loan association can remedy the nonconformance with the provisions of this chapter. Upon remedying the defect, such association or federal savings and loan association may in the same manner file the same or amended articles, whichever the particular case may require.

5 Del. C. 1953, §  2005;  49 Del. Laws, c. 253;  84 Del. Laws, c. 42, § 66;