
Charles H. Friedrich, III
Partner
201-896-7031 cfriedrich@sh-law.comFirm Insights
Author: Charles H. Friedrich, III
Date: December 13, 2017
Partner
201-896-7031 cfriedrich@sh-law.comNegotiating the terms of a merger or acquisition is often the most time-consuming and complex aspect of the transaction. As a result, businesses often overlook the details, such as verifying that they have satisfied their statutory obligations under New Jersey law.
Pursuant to N.J.S.A. 14A:10-1, any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities (including, among others, partnerships and limited liability companies), may merge into one of such corporations or other business entities pursuant to a plan of merger that contains the following information:
Once such board approval has been obtained, the plan of merger must be submitted to a vote at a meeting of shareholders. In most cases, the plan must be approved by a majority of the votes cast by the holders of shares of each corporation entitled to vote. This required shareholder vote may also be taken without a meeting, but only if (a) all shareholders consent thereto in writing or (b) all shareholders entitled to vote consent thereto in writing and 20-days prior written notice of the action to be taken is given to all other shareholders.
Each corporation must execute a certificate of merger which must state the following:
The executed original and a copy of the certificate of merger must then be filed with the New Jersey Filing Office. The merger will become effective upon the date of the filing or at a later time designated by the parties, but not to exceed 90 days after the date of filing.
Additional requirements must be met if the surviving corporation or other business entity is not a New Jersey corporation or other business entity and is not qualified to do business in New Jersey, including the requirement that a tax clearance certificate be obtained from the New Jersey Division of Revenue for each constituent corporation or other business entity that is registered in New Jersey.
If you have any questions or if you would like to discuss the matter further, please contact me, Charles Friedrich, at 201-806-3364.
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