Michigan Compiled Laws
284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)
Section 450.1712 - Merger of Parent and Subsidiary Corporations; Certificate of Merger.

Sec. 712.
(1) After a plan of merger is adopted as provided in section 711, a certificate of merger shall be executed and filed on behalf of the parent corporation and shall set forth all of the following:
(a) The statements required by section 701(2)(a) and (d) and the manner and basis of converting shares of each constituent corporation as set forth in the plan of merger.
(b) The number of outstanding shares of each class of each subsidiary corporation that is a party to the merger and the number of shares of each class owned by the parent corporation.
(c) A statement of any assumed names of merging corporations transferred to the surviving corporation as authorized by section 217(3), specifying each transferred assumed name and the name of the corporation from which it is transferred. The certificate may include a statement of corporate names or assumed names of merging corporations that are to be treated as newly filed assumed names of the surviving corporation pursuant to section 217(4).
(2) The merger shall become effective in accordance with section 131.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)

Section 450.1701 - Merger of Domestic Corporations; Adoption and Contents of Plan of Merger.

Section 450.1702 - Plan of Share Exchange; Approval; Contents; Power of Corporation Not Limited.

Section 450.1703 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1703a - Plan of Merger or Share Exchange; Approval; Definitions.

Section 450.1704 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1706 - Merger With Domestic or Foreign Corporation; Execution of Certificate by Incorporators; Compliance.

Section 450.1707 - Certificate of Merger or Share Exchange.

Section 450.1711 - Merger of Parent and Subsidiary Corporations; Approval; Mailing Copy or Summary of Plan of Merger to Minority Shareholders; Waiver; Compliance; Effectuation of Merger Under Other Provisions.

Section 450.1712 - Merger of Parent and Subsidiary Corporations; Certificate of Merger.

Section 450.1713 - Merger of Parent and Subsidiary Corporations; Approval of Shareholders.

Section 450.1721-450.1723 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1724 - Merger; Applicable Provisions; Share Exchange.

Section 450.1731-450.1734 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1735 - Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited.

Section 450.1736 - Merger of Domestic Corporation With Business Organization.

Section 450.1741 - Abandonment of Merger or Share Exchange.

Section 450.1745 - Conversion of Domestic Corporation Into Business Organization; Requirements; "Business Organization" and "Entity" Defined.

Section 450.1746 - Conversion of Business Organization Into Domestic Corporation; Requirements.

Section 450.1751 - Disposition of Corporate Property and Assets; Approval by Shareholders.

Section 450.1753 - Disposition of Corporate Property and Assets Not in Usual and Regular Course of Business; Recommendation and Submission of Transaction; Notice; Authorization; Abandonment; Disposition by Second Corporation; Transaction as Distribut...

Section 450.1754 - Rights of Shareholders.

Section 450.1761 - Definitions.

Section 450.1762 - Right of Shareholder to Dissent and Obtain Payment for Shares.

Section 450.1763 - Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder.

Section 450.1764 - Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice.

Section 450.1765 - Notice of Intent to Demand Payment for Shares.

Section 450.1766 - Dissenters' Notice; Delivery to Shareholders; Contents.

Section 450.1767 - Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates.

Section 450.1768 - Restriction on Transfer of Shares Without Certificates; Retention of Rights.

Section 450.1768a - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1769 - Payment by Corporation to Dissenter; Accompanying Documents.

Section 450.1770 - Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action.

Section 450.1771 - Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation.

Section 450.1772 - Demand for Payment of Dissenter's Estimate or Rejection of Corporation's Offer and Demand for Payment of Fair Value and Interest Due; Waiver.

Section 450.1773 - Petitioning Court to Determine Fair Value of Shares and Accrued Interest; Failure of Corporation to Commence Proceeding; Venue; Parties; Service; Jurisdiction; Appraisers; Discovery Rights; Judgment.

Section 450.1773a - Referee; Appointment; Powers; Compensation; Duties; Objections to Report; Application to Court for Action; Adoption, Modification, or Recommitment of Report; Further Evidence; Judgment; Review.

Section 450.1774 - Costs of Appraisal Proceeding.