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What does a plan of merger do and what may it include?

On Behalf of | Apr 5, 2022 | Business & Commercial Law

Two or more businesses combining into a single entity may require submitting a written plan of merger with Oregon’s Secretary of State. The document outlines the details worked out between the companies that have agreed to merge into one enterprise.

When the surviving company’s principal operations take place in the Beaver State, you may submit a plan with your articles of merger, as noted on Oregon’s House Bill 2191 requires merger plans to be accessible online through the SOS’s website or at a specified physical address. A copy must be available to a potential business owner, member or shareholder who requests to see it.

Developing a merger plan with a purpose

Merger plans may contain information about the surviving enterprise’s activities and ownership. As noted by the Corporate Finance Institute, mergers could increase market share and reduce competition.

A merger plan may include descriptions of the surviving enterprise’s customers, products or services. The plan could also highlight new markets or geographical regions the new company will enter. If a merger results in changes to a business’s ownership structure, a plan may illustrate a process for buying or selling its shares.

Restructuring ownership through a merger

Mergers could provide advantages such as preventing a distressed business from closing or filing for bankruptcy. Taking over a troubled company may, however, involve exchanging assets to buy ownership in the new enterprise. As explained by the Harvard Law School Forum on Corporate Governance, a merger strategy may also include an agreement that outlines revised shareholders’ voting rights.

Businesses seeking to merge and survive in Oregon may need to prepare several documents for submission to the Secretary of State. The new enterprise could have a different target market and ownership structure that its plan of merger and associated agreements may define.