Section 901. Power of merger or consolidation  


Latest version.
  • (a) Two  or  more  domestic  corporations  may,  as  provided  in this
      chapter:
        (1) Merge into  a  single  corporation  which  shall  be  one  of  the
      constituent corporations; or
        (2) Consolidate  into  a  single  corporation  which  shall  be  a new
      corporation to be formed pursuant to the consolidation.
        (b) Whenever used in this article:
        (1) "Merger"  means  a  procedure  of  the  character   described   in
      subparagraph (a) (1).
        (2) "Consolidation"  means  a  procedure of the character described in
      subparagraph (a) (2).
        (3) "Constituent corporation" means an existing  corporation  that  is
      participating  in  the  merger  or  consolidation with one or more other
      corporations.
        (4) "Surviving corporation" means  the  constituent  corporation  into
      which one or more other constituent corporations are merged.
        (5) "Consolidated  corporation"  means  the new corporation into which
      two or more constituent corporations are consolidated.
        (6) "Constituent entity" means a domestic or  foreign  corporation  or
      other   business   entity,  that  is  participating  in  the  merger  or
      consolidation with one or more domestic or foreign corporations.
        (7) "Other business entity" means any  person  other  than  a  natural
      person,  general partnership (including any registered limited liability
      partnership or registered foreign limited liability  partnership)  or  a
      domestic or foreign business corporation.
        (8)  "Person" means any association, corporation, joint stock company,
      estate, general partnership (including any registered limited  liability
      partnership   or   foreign   limited   liability  partnership),  limited
      association, limited liability company (including a professional service
      limited liability company), foreign limited liability company (including
      a  foreign  professional  service  limited  liability  company),   joint
      venture,  limited  partnership,  natural  person, real estate investment
      trust, business trust or other trust, custodian, nominee  or  any  other
      individual or entity in its own or any representative capacity.
        (c)  One  or more domestic corporations and one or more other business
      entities, or one or more foreign corporations  and  one  or  more  other
      business  entities  may  as provided by any other applicable statute and
      this chapter:
        (1) Merge into a single  domestic  or  foreign  corporation  or  other
      business entity, which shall be one of the constituent entities; or
        (2) Consolidate into a single domestic or foreign corporation or other
      business entity, which shall be a new domestic or foreign corporation or
      other business entity to be formed pursuant to the consolidation.