North Carolina § 55A-11-08 - Merger with business corporation.

§ 55A-11-08. Merger with business corporation.

One or more domestic or foreign business corporations may merge with one or more domestic nonprofit corporations if: Each domestic business corporation complies with the applicable provisions of G.S. 55-11-01, 55-11-03, and 55-11-04; In a merger involving one or more foreign business corporations, the merger is permitted by the law of the state or country under whose law each foreign business corporation is incorporated and each foreign business corporation complies with that law in effecting the merger; The domestic or foreign business corporation complies with G.S. 55A-11-04 if it is the surviving corporation; 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, with G.S. 55A-11-04. Repealed by Session Laws 2005, c. 268, s. 43. This section does not limit the power of a domestic or foreign business 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 (1995, c. 400, s. 8; 2001-387, ss. 38, 39; 2005-268, s. 43.) 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 - Session Laws 2005-268, s. 43, effective October 1, 2005, rewrote subdivision (a)(3); and repealed subsection (b) regarding requirements if the surviving corporation after the merger takes effect is a foreign business corporation.