North Carolina § 55-11-09 - Merger with nonprofit corporation.

§ 55-11-09. Merger with nonprofit corporation.

One or more domestic or foreign nonprofit corporations may merge with one or more domestic corporations if: Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03; In a merger involving one or more foreign nonprofit corporations, the merger is permitted by law of the state or country under whose law each foreign nonprofit corporation is incorporated and, to the extent applicable, each domestic corporation and each domestic or foreign nonprofit corporation complies with that law in effecting the merger; The domestic or foreign nonprofit corporation complies with G.S. 55-11-05 if it is the surviving corporation; and Each domestic corporation complies with the applicable provisions of G.S. 55-11-01, 55-11-03, and 55-11-04 and, if it is the surviving corporation, with G.S. 55-11-05. Repealed by Session Laws 2005, c. 268, s. 25. This section does not limit the power of a domestic or foreign nonprofit corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise. History (1995, c. 400, s. 13; 2001-387, ss. 20, 21; 2005-268, s. 25.) SUPPLEMENTAL NORTH CAROLINA COMMENTARY (2005) Effective October 1, 2005, this section is amended to provide that if any of the merging corporations is a foreign nonprofit corporation, each merging domestic business corporation and any merging domestic nonprofit corporation must comply with the laws of the state or country of incorporation of the foreign nonprofit corporation to the extent applicable in addition to the merging foreign nonprofit corporation complying with those laws. Other amendments reflect the relocation to G.S. 55-11-05 and 55-11-06 from this section of certain provisions applying if a foreign nonprofit corporation is the surviving corporation in the merger. Editor's Note. - Session Laws 2001-387, s. 154(b) provides that nothing in this act shall supersede the provisions of Article 10 or 65 of Chapter 58 of the General Statutes, and this act does not create an alternate means for an entity governed by Article 65 of Chapter 58 of the General Statutes to convert to a different business form. Effect of Amendments. - Session Laws 2005-268, s. 25, effective October 1, 2005, substituted "and, to the extent applicable, each domestic corporation and each domestic or" for "and each" in subdivision (a)(2); deleted "and, in the case of a foreign nonprofit corporation not authorized to conduct affairs in this State, includes in the articles of merger filed pursuant to G.S. 55-11-05 a designation of the foreign nonprofit corporation's mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address" from the end of subdivision (a)(3); and deleted former subsection (b), relating to requirements of a non-profit corporation that is the surviving corporation upon the merger taking effect.