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TITLE IX (Merger and Consolidation)

This document outlines the process for merger and consolidation of corporations under Title IX of the Revised Corporation Code. It defines merger as one corporation absorbing others, while consolidation creates a new entity. The board of each corporation must approve a plan detailing the merger/consolidation. Stockholders or members of each corporation must then approve the plan by 2/3 vote. Finally, articles of merger or consolidation are filed with the Commission, which issues a certificate approving the merger or consolidation. Upon this, the constituent corporations become a single entity and their assets, liabilities, and privileges are transferred to the surviving or consolidated corporation.

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Princess Ann Mendegorin
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647 views

TITLE IX (Merger and Consolidation)

This document outlines the process for merger and consolidation of corporations under Title IX of the Revised Corporation Code. It defines merger as one corporation absorbing others, while consolidation creates a new entity. The board of each corporation must approve a plan detailing the merger/consolidation. Stockholders or members of each corporation must then approve the plan by 2/3 vote. Finally, articles of merger or consolidation are filed with the Commission, which issues a certificate approving the merger or consolidation. Upon this, the constituent corporations become a single entity and their assets, liabilities, and privileges are transferred to the surviving or consolidated corporation.

Uploaded by

Princess Ann Mendegorin
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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TITLE IX: MERGER AND CONSOLIDATION

Sec. 75. Plan of Merger or Consolidation

Merger – it is a union whereby one or more existing corporations are


absorbed by another corporation that survives and continues the combined
business.

Consolidation – it is the union of two or more existing entities to form


a new entity called the consolidated corporation.

The board of directors/trustees of each corporation shall approve a plan


of merger/consolidation considering the following:

a. Names of the constituent corporations;

b. The terms and mode of carrying the merger/consolidation;

c. Statement of changes in articles of incorporation of surviving


corporation (for merger); statements required in the articles of
incorporation organized under Revised Corporation Code (for
consolidation); and

d. Other provisions deemed necessary or desirable.

Sec. 76. Stockholders’ or Members’ Approval

- The plan of merger or consolidation shall be submitted for approval


by the affirmative vote of 2/3 representing stockholders or members
of each corporations at separate corporate meetings.

Sec. 77. Articles of Merger or 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:
a. The plan of the merger or consolidation;
b. No. of shares outstanding or no. of members
c. As to each corporation, the no. of shares or members voting for or
against such plan, respectively;
d. The carrying amounts and fair values of respective companies’
assets and liabilities;
e. Method used in merger or consolidation of accounts;
f. Pro-forma values, as merged or consolidated, using accounting
method; and
g. Other information as may be prescribed by the Commission.

Sec. 78. Effectivity of Merger or Consolidation


- Issuance of the certificate approving the articles of merger or
consolidation by the Commission shall give the merger or
consolidation its effectivity.

Sec. 79. Effects of Merger or Consolidation


1. The constituent corporations shall become a single corporation;
2. Separate existence of each constituent corporation shall cease;
3. Surviving or consolidated corporation shall possess all rights,
privileges, immunities, and powers and shall be subject to all the
duties and liabilities of a corporation;
4. Franchises, all properties, receivables including subscriptions of
each constituent corporations shall be deemed transferred to and
vested in such surviving or consolidated corporation w/o further
act or deed; and
5. All liabilities and obligations of each constituent corporations
shall be part of the responsibilities of the surviving or
consolidated corporation.

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