Revised Corporation Code · Title IX: Merger and Consolidation

Section 77

Articles of Merger or Consolidation

After the approval by the stockholders or members as required by the preceding section, articles of merger or articles of 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 the plan of consolidation;

(b) As to stock corporations, the number of shares outstanding, or in the case of nonstock corporations, the number of members;

(c) As to each corporation, the number of shares or members voting for or against such plan, respectively;

(d) The carrying amounts and fair values of the assets and liabilities of the respective companies as of the agreed cut-off date;

(e) The method to be used in the merger or consolidation of accounts of the companies;

(f) The provisional or pro forma values, as merged or consolidated, using the accounting method; and

(g) Such other information as may be prescribed by the Commission.

Text of Republic Act No. 11232 (approved February 20, 2019), which repealed Batas Pambansa Blg. 68, the 1980 Corporation Code. Shown as enacted; check SEC issuances for implementing rules. For information and research only, and not legal advice.