§415B-133 Merger of foreign corporation authorized to conduct affairs in this State. (a) Whenever a foreign corporation authorized to conduct affairs in this State is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and the corporation is the surviving corporation, it shall, within thirty days after the merger becomes effective, deliver to the director, a certificate evidencing the merger duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effected. The certificate evidencing the merger shall be evidence of a change of name if the name of the surviving corporation is changed thereby. If the certificate is in a foreign language a translation under oath of the translator shall accompany the certificate.

(b) Whenever a foreign corporation authorized to conduct affairs in this State is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and that corporation is not the surviving corporation, the surviving corporation, within thirty days after the merger becomes effective, shall deliver to the director for filing a certificate evidencing the merger in the form prescribed by subsection (a), together with an application for withdrawal of the merged foreign corporation in accordance with section 415B-134 executed by the surviving corporation on behalf of the merged foreign corporation.

(c) If the surviving corporation in a merger is to be governed by the laws of any state other than this State, it shall comply with this chapter with respect to foreign corporations if it is to conduct affairs in this State. [L 1985, c 270, pt of §1; am L 1987, c 135, §193; am L 1993, c 174, §7; am L 2000, c 219, §48]