Two or more corporations may be consolidated into one corporation, which may be a new corporation or one of the constituent corporations, by the filing of articles of amendment, approved as hereinafter provided, which shall be entitled "AmendmentArticles of consolidation of ................ and ................ into ................, pursuant to section forty-six B of chapter one hundred and fifty-six of the General Laws", the blank spaces, other than the last blank space, being filled with the names of the constituent corporations and the last blank space being filled with the name of the corporation formed by the consolidation, herein and in sections forty-six C and forty-six D called the consolidated corporation, and shall set forth:
The articles of consolidation may contain such other provisions as might be included in an agreement of association, or amendments thereto, pursuant to this chapter, together with any provisions deemed necessary or desirable in connection with the consolidation, but no articles of consolidation shall be deemed to confer upon the consolidated corporation any powers, rights, privileges or franchises inconsistent with this chapter.
The articles of consolidation shall be approved by each constituent corporation by affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association or act of incorporation so requires. Notice of such meeting, stating the action proposed to be taken thereat, shall be mailed to every stockholder of each constituent corporation at least thirty days prior to such meeting. Such articles of consolidation shall be signed and sworn to by the president, treasurer and a majority of the board of directors of each constituent corporation, who shall make affidavit stating that they have been authorized to execute and file said articles by vote of the stockholders in accordance with the foregoing requirements. The articles of consolidation shall be submitted to the secretary within thirty days of the last of said stockholders' meetings. The secretary shall examine them as in the case of articles of organization, and if he finds that they conform to law shall so certify and endorse his approval thereon. Thereupon the articles of consolidation shall be filed in the office of the state secretary.
The fee to be paid to the state secretary for filing the articles of consolidation shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.
No amendment or alteration shall take effect until the articles of consolidation have been filed as aforesaid, and, upon such filing, the articles of organization, charter, or special act incorporating any constituent corporation surviving the consolidation shall be deemed amended to the extent necessary to make them or it conform to the articles of consolidation.
The consolidated corporation shall within twenty days of the filing of the articles of consolidation with the state secretary file a certified copy thereof in the registry of deeds in every district in which real property of any constituent corporation is situated, or, in lieu of such certified copy, a certificate issued pursuant to section forty-six F evidencing the filing of such articles with the state secretary.
The term "constituent" as used in sections forty-six B to forty-six D, inclusive, shall include "merged".
Mass. Gen. Laws ch. 156, § 46B