18 NCAC 04 .0311             ART OF MERGER/SHARE EXCH INVOLVING FOREIGN ENTITY

Each foreign entity which is a party to a merger or a share exchange pursuant to G.S. 55-11-07, 55-11-09, 55A-11-06, 55A-11-08, 57D-9-40, 57D-9-41, or 57D-9-42 shall be identified in the articles of merger or share exchange by state or country of incorporation or organization. Articles of merger filed pursuant to these statutes shall contain:

(1)           a statement that the merger is permitted by the law of the state or country of incorporation or organization of each foreign entity which is a party, and

(2)           a statement that each foreign entity which is a party has complied or shall comply with the applicable laws of its state or country of incorporation or organization regarding such merger.

History Note:        Authority G.S. 55-11-07; 55-11-09; 55A-11-06; 55A-11-08; 55D-5; 57D-9-40; 57D-9-41; 57D-9-42;

Eff. February 1, 1976;

ARRC Objection Lodged June 21, 1990;

Temporary Amendment Eff. July 1, 1990 For a Period of 180 Days to Expire on December 27, 1990;

ARRC Objection Removed August 20, 1990;

Amended Eff. March 1, 1996; February 1, 1991;

Pursuant to G.S. 150B-21.3A, rule is necessary without substantive public interest Eff. December 20, 2015;

Amended Eff. April 1, 2024.