Michigan Compiled Laws
162-1982-7 - Chapter 7 (450.2701...450.2754)
Section 450.2712 - Certificate of Merger; Execution and Filing of Certificate of Merger by Parent Company; Determination of Effective Date.

Sec. 712.
(1) After a plan of merger is adopted under section 711, the parent corporation shall execute and file a certificate of merger that sets forth all of the following:
(a) The statements required under section 701(2)(a) and (d), and the manner and basis of converting shares or memberships of each constituent corporation as set forth in the plan of merger.
(b) The number of outstanding shares or memberships of each class of each subsidiary corporation that is a party to the merger and the number of shares or memberships of each class owned by the parent corporation.
(c) A statement of any assumed names of merging corporations transferred to the surviving corporation as under 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 under section 217(4).
(2) Section 131 applies in determining when a certificate of merger becomes effective under this section.
History: Add. 2014, Act 557, Imd. Eff. Jan. 15, 2015

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 162 of 1982 - Nonprofit Corporation Act (450.2101 - 450.3192)

162-1982-7 - Chapter 7 (450.2701...450.2754)

Section 450.2701 - Merger of Domestic Corporations; Plan; Contents; Distributions.

Section 450.2703 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015

Section 450.2703a - Plan of Merger; Approval.

Section 450.2706 - Merger of Domestic Corporation With Domestic or Foreign Corporation; Conditions; Consent; Execution of Certificate of Merger; Participation of Other Corporations.

Section 450.2707 - Certificate of Merger; Signing and Filing; Contents; Determining Effectiveness.

Section 450.2711 - Merger of Domestic Corporation With Subsidiary Corporation; Approval of Plan of Merger; Mailing Copy of Plan to Minority Shareholder or Member of Record; Other Provisions; Definitions.

Section 450.2712 - Certificate of Merger; Execution and Filing of Certificate of Merger by Parent Company; Determination of Effective Date.

Section 450.2713 - Subsidiary Corporation as Constituent Corporation in Merger; Approval of Shareholders or Members.

Section 450.2721 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2722 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2723 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2724 - Merger Other Than Under MCL 450.2736a.

Section 450.2731 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2732 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2735 - Merger of Domestic Business Corporation, Foreign Corporation, or Foreign Business Corporation With Domestic Corporation; Surviving Corporation; Compliance; Liability for Enforcement of Obligation; Acquisition of Shares or Membershi...

Section 450.2736 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2736a - Merger of Domestic Corporations With Business Organizations; Requirements; Merger of Domestic Corporation With Domestic or Foreign Entity; Consent; Executing and Filing Certificate of Merger; Contents; Effect of Merger; Surviving...

Section 450.2737 - Repealed. 2014, Act 557, Imd. Eff. Jan. 15, 2015.

Section 450.2741 - Abandonment of Merger; Procedure; Certificate of Abandonment.

Section 450.2745 - Conversion of Domestic Corporation Into Business Organization; Requirements; Effect; Surviving Business Organization; Liability for Certain Obligation; Distributions; "Business Organization" and "Entity" Defined.

Section 450.2746 - Conversion of Business Organization Into Domestic Corporation; Requirements; Effectiveness of Certificate of Conversion; Surviving Domestic Corporation.

Section 450.2751 - Actions by Corporation; Terms and Conditions; Consideration; "Consideration" Defined.

Section 450.2753 - Disposition of Property and Assets of Corporation; Disposal of All or Substantially All of Property; Presumption That Corporation Retains Significant Continuing Business Activity; "Consideration" Defined; Recommendation of Proposed...

Section 450.2754 - Merger or Acquisition Under MCL 2703a(2); Right of Shareholders or Members to Receive Notice and Vote.