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Monday, February 22, 2016 1:19:16 AM
Reinstatements:
Being out of good standing (or non-compliant) can actually have severe consequences including the forfeiture of corporate veil protections and other benefits. In fact within specified time frames, states will often revoke your authority to transact business or even administratively dissolve your company. When a company is in such a status and elects to reestablish good legal standing they must file a "Reinstatement" sometimes referred to as a "Revival". This process involves determining and processing past due annual reports, unpaid taxes, and any related penalties.
MERGE:
A corporation must follow statutory procedures in order to effect a merger, consolidation, or share exchange.
The first step is for the board of directors of the corporation to approve the plan of merger, consolidation, or share exchange. The plan must set forth the terms and conditions of the proposed transaction.
After the board of directors approves the plan, it generally has to be submitted to the corporation’s shareholders for their approval. The shareholders of a merged or consolidating corporation must always approve. The shareholders of the corporation that survives a merger must approve if the merger will significantly affect their ownership interests. A share exchange must be approved by the shareholders of the corporation whose shares are being exchanged Most statutes provide that a majority vote is needed to approve a merger, consolidation, or share exchange, unless otherwise provided in the articles of incorporation.
After shareholder approval has been obtained, articles of merger, consolidation, or share exchange must be filed with the appropriate state official. The state’s corporation law will set forth the information the articles must contain. Generally, the articles must either contain the plan of merger, consolidation, or share exchange or state that the plan is being kept at an office of the survivor and include the address and a statement that it will be made available to shareholders of the constituents. The articles also generally include the number of shares entitled to vote, and the number of votes cast for and against the plan.
The states will file the articles if they meet the statutory requirements and all fees have been paid. Depending on the state, the transaction becomes effective when the articles are filed or when a certificate of merger, consolidation, or share exchange is issued. Most states also allow a delayed effective date to be set forth in the plan or articles.
https://ct.wolterskluwer.com/resource-center/articles/mergers-consolidations-and-share-exchanges
https://www.getincnow.com/Reinstate-a-Dissolved-Company.php
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