Guam § 281106 - Articles of Merger or Share Exchange.

§ 281106. Articles of Merger or Share Exchange.

(a) After a plan of merger or share exchange has been adopted and

approved as required by this Act, articles of merger or share exchange shall

be executed on behalf of each party to the merger or share exchange by any

officer or other duly authorized representative. The articles shall set forth:

(1) the names of the parties to the merger or share exchange and

the date on which the merger or share exchange occurred or is to be

effective;

(2) if the articles of incorporation of the survivor of a merger are

amended, or if a new corporation is created as a result of a merger, the

amendments to the survivor’s articles of incorporation or the articles of

incorporation of the new corporation;

(3) if the plan of merger or share exchange required approval by

the shareholders of a domestic corporation that was a party to the

merger or share exchange, a statement that the plan was duly approved

by the shareholders and, if voting by any separate voting group was

required, by each such separate voting group, in the manner required by

this Act and the articles of incorporation;

(4) if the plan of merger or share exchange did not require

approval by the shareholders of a domestic corporation that was a party

to the merger or share exchange, a statement to that effect; and

(5) as to each foreign corporation and each other entity that was a

party to the merger or share exchange, a statement that the plan and the

performance of its terms were duly authorized by all action required by

the laws under which the corporation or other entity is organized, or by

which it is governed, and by its articles of incorporation or

organizational documents.

(b) Articles of merger or share exchange shall be delivered to the

Director of Revenue & Taxation for filing by the survivor of the merger or

the acquiring corporation in a share exchange and shall take effect on the

effective date.