Truckee, CA asked in Mergers & Acquisitions for California

Q: What's the easiest way to merge my company with another incorporated in Nevada?

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2 Lawyer Answers
Jonathan R. Roth
Jonathan R. Roth

A: There is no complication assuming both companies are corporations. You have two ways of handling the merger once you decide how you want the ending structure to exist.

1. Merger one company into the other and then file as a foreign corporation in the state which there no longer exists a company. CA Corp merges into NV Corp- NV Corp is the surviving corporation and files as a foreign corporation in CA.

2. The two companies merge into a new corporation C, then C can either own the two corporations as wholly owned subs or C is a new corporation and registers as a foreign corporation in the state it operates but is not organized.

3. One corporation becomes the wholly owned subsidiary of the other.

Without knowing how the two companies will operate after the merger it is difficult to be more precise.

Kristina M. Reed
Kristina M. Reed
  • Sacramento, CA
  • Licensed in California

A: Attorney Roth gave good examples of the various options. However, without knowing more about the two companies and the goal for the merger, it is difficult to specifically answer your question. Each business transaction is unique and no one way is the best fit for every situation.

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