RSA 564-F:19-1901 · Merger

564-F:19-1901 Merger. –

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(a)

Subject to subsections (f) and (g), one or more foundations may merge with one or more foundations by filing with the secretary of state a certificate of merger.

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(b)

Subject to subsections (f) and (g), one or more foundations and one or more foreign foundations may merge into a foundation that will be formed under this chapter by filing with the secretary of state a certificate of merger.

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(c)

The certificate of merger shall set forth:

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(1)

The name of each foundation that is a party to the merger;

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(2)

The address of the principal office of each foundation that is a party to the merger;

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(3)

If a foreign foundation is a party to the merger, the jurisdiction in which the foreign foundation is formed;

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(4)

The name of the surviving foundation; and

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(5)

If the merger will not begin upon the filing of the certificate of merger with the secretary of state, the date and time on which the merger shall be effective.

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(d)

In the case of a merger under subsection (b), the certificate of merger shall include a certificate of formation for the surviving foundation.

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(e)

The certificate of merger may include any other matter that the parties to the merger deem necessary or advisable.

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(f)

The following persons must approve a merger:

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(1)

In the case of a foundation that is a party to a merger, the foundation's directors, unless the governing documents provide otherwise.

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(2)

In the case of a foreign foundation that is a party to a merger, each person who, under the laws under which the foreign foundation is organized, must approve the plan of merger.

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(g)

A foundation shall not merge with or into another foundation if:

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(1)

The foundation's governing documents prohibit the merger; or

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(2)

The merger would violate any of the foundation's material purposes. Source. 2017, 257:47, eff. Oct. 1, 2017.

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