North Carolina § 55A-11-06 - Merger with foreign corporation.

§ 55A-11-06. Merger with foreign corporation.

Except as provided in G.S. 55A-11-02, one or more foreign corporations may merge with one or more domestic nonprofit corporations if: The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; The foreign corporation complies with G.S. 55A-11-04 if it is the surviving corporation of the merger; and Each domestic nonprofit corporation complies with the applicable provisions of G.S. 55A-11-01 through G.S. 55A-11-03 and, if it is the surviving corporation of the merger, with G.S. 55A-11-04. Repealed by Session Laws 2005, c. 268, s. 42. This section does not limit the power of a foreign corporation to acquire all or part of the memberships of one or more classes of a domestic nonprofit corporation through a voluntary exchange or otherwise. History (1973, c. 314, s. 4; 1985 (Reg. Sess., 1986), c. 801, s. 39; 1993, c. 398, s. 1; 1995, c. 400, s. 7; 2001-387, ss. 36, 37; 2005-268, s. 42; 2006-226, s. 16(c); 2006-264, s. 44(f).) 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. 42, effective October 1, 2005, deleted "nonprofit" preceding "corporations may merge" in subsection (a); rewrote subdivision (a)(2); repealed subsection (b) regarding requirements if the surviving corporation after the merger takes effect is a foreign corporation; and added subsection (c). Session Laws 2006-226, s. 16(c), effective August 10, 2006, substituted "memberships" for "shares" and deleted "or series" following "classes" in subsection (c). Session Laws 2006-264, s. 44(f), effective August 27, 2006, substituted "memberships" for "shares" and deleted "or series" following "classes" in subsection (c).