(a) The board of a proposed surviving corporation shall, by resolution, approve a plan of merger setting out (1) the name of the subsidiary corporation and the name of the corporation owning at least 90 percent of its shares; (2) subject to AS 10.06.542, the manner and basis of converting the shares of the subsidiary corporation into shares, obligations, or other securities of the surviving or other corporation or, in whole or in part, into cash or other property. (b) A copy of a plan of merger shall be mailed to each shareholder of record of the subsidiary corporation. (c) Articles of merger shall be executed by the surviving corporation by its president or a vice-president and by its secretary or an assistant secretary and must set out the (1) plan of merger; (2) number of outstanding shares of each class of the subsidiary corporation and the number of those shares of each class owned by the surviving corporation; and (3) date of the mailing to shareholders of the subsidiary corporation of the plan of merger.
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