Delaware Code
Chapter 20. MERGER, CONSOLIDATION OR CONVERSION
§ 2003. Articles of merger, consolidation or conversion.

Upon the approval, pursuant to this chapter, of the plan of merger, consolidation or conversion by the shareholders of the associations or federal savings and loan associations desiring to merge, consolidate or convert, or in the case of a surviving association, the articles or bylaws of which, pursuant to this chapter, provide that action by the shareholders shall not be required upon the giving of written notice to the shareholders of the intention of the board of directors to file articles of merger with the Secretary of State, articles of merger, consolidation or conversion, as the case may be, shall be executed under the seal of each association or federal savings and loan association and verified by 2 duly authorized officers of each association or federal savings and loan association, and shall set forth:

(1) The name of the surviving, new or converted association or federal savings and loan association;
(2) The time and place of the meeting of the directors at which the plan of merger, consolidation or conversion was proposed, and except where, pursuant to this chapter, the plan of merger is not submitted to a vote of the shareholders of the surviving association, the time and place of the meeting of the shareholders of each association or federal savings and loan association at which the plan of merger, consolidation or conversion, as the case may be, was ratified, the kind and period of notice given to the shareholders, and the total vote by which the plan was adopted;
(3) In the case of a merger into a surviving association, any changes desired to be made in the articles of the surviving association, or, in the case of a consolidation into a new association or the conversion of a federal savings and loan association into an association, all of the statements required by law to be set forth in the original articles in the case of the formation of an association;
(4) The number, names, and addresses of the persons to be the first directors of the surviving, new or converted association or federal savings and loan association;
(5) The plan of merger, consolidation or conversion.

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