Call Now (800) 681-1295

What is a short-form merger?

Table of Contents

    A short-form merger is a procedure allowed in some jurisdictions where a parent can merge with a subsidiary without shareholder approval. Short-form mergers can either be “upstream” (a merger of the subsidiary into the parent) or “downstream” (merger of the parent into the subsidiary). In a downstream merger the parent’s shareholders must approve the terms of the merger if as part of the deal the will receiver shares with different attributes than those previously held.

    In California, if a subsidiary is wholly owned a merger can be completed by either adopting a resolution of merger or filing a certificate of ownership of the subsidiary with the Secretary of State. Conversely, a parent holding 90 percent or more of each class of a subsidiary’s stock can effectuate a short-form merger but must follow merger procedures designed to protect minority shareholders. When the subsidiary is a domestic corporation and not wholly-owned by the parent, the parent corporation must give notice to the subsidiary’s shareholders before the merger can be completed. The notice must contain a copy of the resolution or plan of merger and information concerning dissenters’ rights. Failure to follow these procedures can engender litigation.


    Tax Help Videos

    Representing Clients from U.S. and International Locations Regarding Federal and California Tax Issues

    tax lawyers

    Main Office

    Orange County
    2601 Main St. Penthouse Suite
    Irvine, CA 92614
    (949) 681-3502

    Our headquarters is located in Irvine, CA. Our beautiful 19,700 office space is staffed full-time and always available for our clients to meet with our highly qualified and experienced staff of Attorneys, Certified Public Accountants and Enrolled Agents. We also offer virtual consultations and can travel to meet with clients in one of our satellite offices.

    Outside of our 4 hour initial consultation option, we do not charge travel time or travel expenses when traveling to one of our Satellite offices, or surrounding business districts, where it is necessary to meet personally with taxing authority personnel, make court appearances, or any in person meeting deemed necessary for the effective representation of a client. To make this as flexible, efficient, and convenient as possible, David W. Klasing is an Instrument Rated Private Pilot and Utilizes the Firms Cirrus SR22 to service client’s in California and in the Southwest by air. Offices outside these areas are serviced via commercial jet airlines. None of these costs are charged to our clients.

    Satellite Offices

    (310) 492-5583
    (760) 338-7035
    (916) 290-6625
    (415) 287-6568
    (909) 991-7557
    (619) 780-2538
    (661) 432-1480
    (818) 935-6098
    (805) 200-4053
    (510) 764-1020
    (408) 643-0573
    (760) 338-7035
    (602) 975-0296
    New Mexico
    (505) 206-5308
    New York
    (332) 224-8515
    (512) 828-6646
    Washington, DC
    (202) 918-9329
    (702) 997-6465
    (786) 999-8406
    (385) 501-5934