TITLE IXMERGER AND
CONSOLIDATION
Sec. 76. Plan
or merger of consolidation. - Two or more corporations
may
merge into a single corporation which shall be one of the constituent
corporations
or may consolidate into a new single corporation which shall be the
consolidated
corporation.
The board of
directors or trustees of each
corporation, party to the merger or consolidation, shall approve a plan
of merger or consolidation setting forth the following:
1. The names of the corporations
proposing
to merge or consolidate, hereinafter referred to as the constituent
corporations;
2. The terms of the merger or
consolidation
and the mode of carrying the same into effect;
3. A statement of the changes, if any,
in
the articles of incorporation of the surviving corporation in case of
merger;
and, with respect to the consolidated corporation in case of
consolidation,
all the statements required to be set forth in the articles of
incorporation
for corporations organized under this Code; and
4. Such other provisions with respect
to the
proposed merger or consolidation as are deemed necessary or desirable.
(n)
Sec. 77.
Stockholder's
or member's approval.- Upon approval by majority vote
of
each of the board of directors or trustees of the constituent
corporations
of the plan of merger or consolidation, the same shall be submitted for
approval by the stockholders or members of each of such corporations at
separate corporate meetings duly called for the purpose. Notice of such
meetings shall be given to all stockholders or members of the
respective
corporations, at least two (2) weeks prior to the date of the meeting,
either personally or by registered mail. Said notice shall state the
purpose
of the meeting and shall include a copy or a summary of the plan of
merger
or consolidation. The affirmative vote of stockholders representing at
least two-thirds (2/3) of the outstanding capital stock of each
corporation
in the case of stock corporations or at least two-thirds (2/3) of the
members
in the case of non-stock corporations shall be necessary for the
approval
of such plan. Any dissenting stockholder in stock corporations may
exercise
his appraisal right in accordance with the Code: Provided, That if
after
the approval by the stockholders of such plan, the board of directors
decides
to abandon the plan, the appraisal right shall be extinguished.
Any amendment
to the plan of merger or consolidation
may be made, provided such amendment is approved by majority vote of
the
respective boards of directors or trustees of all the constituent
corporations
and ratified by the affirmative vote of stockholders representing at
least
two-thirds (2/3) of the outstanding capital stock or of two-thirds
(2/3)
of the members of each of the constituent corporations. Such plan,
together
with any amendment, shall be considered as the agreement of merger or
consolidation.
(n)
Sec. 78. Articles
of merger or consolidation.-
After the approval by the stockholders or members as required by the
preceding
section, articles of merger or articles of consolidation shall be
executed
by each of the constituent corporations, to be signed by the president
or vice-president and certified by the secretary or assistant secretary
of each corporation setting forth:
1. The plan of the merger or the plan of
consolidation;
2. As to stock corporations, the
number of
shares outstanding, or in the case of non-stock corporations, the
number
of members; and
3. As to each corporation, the number
of shares
or members voting for and against such plan, respectively. (n)
Sec. 79.
Effectivity
of merger or consolidation. - The articles of merger or
of consolidation, signed and certified as herein above required, shall
be submitted to the Securities and Exchange Commission in quadruplicate
for its approval: Provided, That in the case of merger or consolidation
of banks or banking institutions, building and loan associations, trust
companies, insurance companies, public utilities, educational
institutions
and other special corporations governed by special laws, the favorable
recommendation of the appropriate government agency shall first be
obtained.
If the Commission is satisfied that the merger or consolidation of the
corporations concerned is not inconsistent with the provisions of this
Code and existing laws, it shall issue a certificate of merger or of
consolidation,
at which time the merger or consolidation shall be effective.
If, upon
investigation, the Securities and
Exchange Commission has reason to believe that the proposed merger or
consolidation
is contrary to or inconsistent with the provisions of this Code or
existing
laws, it shall set a hearing to give the corporations concerned the
opportunity
to be heard. Written notice of the date, time and place of hearing
shall
be given to each constituent corporation at least two (2) weeks before
said hearing. The Commission shall thereafter proceed as provided in
this
Code. (n)
Sec. 80. Effects
or merger or consolidation. - The merger or
consolidation
shall have the following effects:cralaw:red
1. The constituent corporations shall become
a single corporation which, in case of merger, shall be the surviving
corporation
designated in the plan of merger; and, in case of consolidation, shall
be the consolidated corporation designated in the plan of consolidation;
2. The
separate existence of the constituent
corporations shall cease, except that of the surviving or the
consolidated
corporation;
3. The
surviving or the consolidated corporation
shall possess all the rights, privileges, immunities and powers and
shall
be subject to all the duties and liabilities of a corporation organized
under this Code;
4. The
surviving or the consolidated corporation
shall thereupon and thereafter possess all the rights, privileges,
immunities
and franchises of each of the constituent corporations; and all
property,
real or personal, and all receivables due on whatever account,
including
subscriptions to shares and other choses in action, and all and every
other
interest of, or belonging to, or due to each constituent corporation,
shall
be deemed transferred to and vested in such surviving or consolidated
corporation
without further act or deed; and
5. The surviving or consolidated corporation
shall be responsible and liable for all the liabilities and obligations
of each of the constituent corporations in the same manner as if such
surviving
or consolidated corporation had itself incurred such liabilities or
obligations;
and any pending claim, action or proceeding brought by or against any
of
such constituent corporations may be prosecuted by or against the
surviving
or consolidated corporation. The rights of creditors or liens upon the
property of any of such constituent corporations shall not be impaired
by such merger or consolidation. (n)
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