What is involved in merging a corporation with another corporation?

A corporation may merge with one or more domestic corporations, social purpose corporations, foreign corporations, or other business entities. Cal. Corp. Code § 1100. The process starts with the board of directors of each “constituent” corporation approving an agreement of merger laying out various details concerning the proposed merger, including the terms and conditions of the merger, which of the corporations will be the “surviving” corporation after the merger, and the manner of converting the shares of each of the constituent corporations into shares or other securities of the surviving corporation. Cal. Corp. Code § 1101. The merger generally must also be approved by the shareholders of each corporation. Cal. Corp. Code § 1201. Once the necessary approvals are obtained, the agreement is signed on behalf of each corporation by (1) the chairperson of the board, president, or a vice president, and (2) the secretary or an assistant secretary. Cal. Corp. Code § 1102. The surviving corporation then files with the secretary of state a copy of the agreement and an officers’ certificate of each corporation stating that the merger was approved by that corporation by the required percentage of votes. Cal. Corp. Code § 1103. Once the merger is complete, the separate existence of the “disappearing” corporation(s) ceases and the surviving corporation succeeds to all of the rights and property of the disappearing corporation(s) and takes on all of the disappearing corporation(s)’ debts and liabilities. Cal. Corp. Code §§ 1107(a), 1113(i)(1). The procedure is a little different when a domestic corporation merges with a foreign corporation. See Cal. Corp. Code § 1108.