How to file a merger between domestic and foreign corporations

How to file a merger between domestic and foreign corporations

On Behalf of | Oct 18, 2021 | Mergers & Acquisitions |

It’s highly important for anyone in Hawaii filing a merger between foreign and domestic companies to fully understand the filing requirements. This type of business decision is often overwhelming due to its high stakes and high level of complexity, but by starting with these requirements, the process can be broken down into manageable steps.

Requirements vary depending on the surviving corporation

There is a specific set of requirements for filing when the company that is merging or surviving has been registered in the state of Hawaii. The merger must be permitted by each jurisdiction that the foreign corporations fall under.

If the surviving entity is a foreign company, it must comply with section 414-315 of the Department of Commerce and Consumer Affairs business registration. When the surviving company is domestic, there are certain provisions from 414-311 through 414-315 that it must comply with, which vary depending on the type of business.

For merger and acquisition cases in which a corporation is registered somewhere other than Hawaii, the surviving corporation still has the requirement of filing Form FC-1 or a certificate of evidence for the merger. This is an Application for Certificate of Authority for a Foreign Corporation.

It is an option in mergers and acquisitions to register and file the merger at the same time. The Department of Commerce and Consumer Affairs is able to accept the Form FC-1 as well as a certificate for evidencing the merger, in spite of the fact that the companies’ names will be identical.

Navigating the world of mergers and acquisitions is often a dizzying process. Understanding what’s required of you when filing for mergers between corporations that are foreign and domestic goes a long way in elucidating the matter. By breaking down your filing requirements and going through them one step at a time, you can orchestrate a successful merger that’s profitable for everyone involved.