A statutory merger of a California corporation into a Delaware corporation typically involves the following steps:
Prepare and approve merger agreement. The board of directors of both the California corporation (the "surviving corporation") and the Delaware corporation (the "merged corporation") must approve a merger agreement that sets forth the terms and conditions of the merger, including the manner and basis of converting the surviving corporation's shares into shares of the merged corporation.
Obtain approval from the shareholders of the surviving corporation. A majority of the shareholders of the surviving corporation must approve the merger agreement at a special meeting of shareholders.
Obtain approval from the shareholders of the merged corporation. A majority of the shareholders of the merged corporation must approve the merger agreement at a special meeting of shareholders.
File articles of merger with the California Secretary of State. Once the merger agreement has been approved by the shareholders, the surviving corporation must file articles of merger with the California Secretary of State, along with any required fees.
File articles of merger with the Delaware Secretary of State. The Merged corporation should also file the Articles of merger with the Delaware Secretary of State, along with any required fees.
Notify other parties, as required by the agreement.
Obtain any necessary approval from regulatory agencies.
Prepare and distribute any required documentations to shareholders, employees, and other parties as specified in the agreement
Please keep in mind that this is a summary of the general process, and laws and regulations may vary. It's always a good idea to seek legal advise for the specific case and make sure to comply with the laws and regulations for both California and Delaware.
Commenti