- Mergers or consolidations are also possible with corporations of another jurisdiction (state or country) if that jurisdiction’s law so permits.
- All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall contain all the provisions required in domestic mergers pursuant to § 251(b), provided, however, that the laws of the jurisdiction chosen to govern the surviving or resulting corporation determine what can or must be included regarding the terms of its charter.
- “The agreement shall be adopted, approved, certified, executed and acknowledged by each of the constituent corporations in accordance with the laws under which it is organized, and, in the case of a [Delaware corporation], in the same manner as is provided in § 251” and including the possibility to file certificate of merger or consolidation in lieu of filing the agreement.
- If the surviving corporation is a foreign corporation, it shall agree that it may be served with process in Delaware in any proceeding for enforcement of any obligation of any constituent Delaware corporation, as well as for enforcement of any obligation of the surviving corporation arising from the merger or consolidation, including any suit to enforce appraisal rights under § 262, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. The Secretary of State is authorized to issue such rules with respect to such service as the Secretary deems appropriate. The Secretary of State must forthwith forward a copy of any process so served to the surviving corporation. …
- §251(d) applies to any merger or consolidation under this section; subsection §251(e) applies to a merger under this section in which the surviving corporation is a corporation of this State; and § 251(f) and (h) apply to any merger under this section.