In re Certificate of Abandonment of Merger Between Atrimec Realty Corp. and Clean-O-Mat Corp.

A-6949-95T2 (N.J. Super. App. Div. 1997) (Unpublished)
  • Opinion Date: November 25, 1997

CORPORATIONS; MERGERS; ABANDONMENT—Once a corporate merger is effective by the filing of a Certificate of Merger, it can not be undone by the filing of a Certificate of Abandonment even if the Certificate of Merger wrongly reversed the merged corporation and the surviving corporation. The applicant is invited to ask the Chancery Court to rescind the merger.

Two companies caused a certificate of merger to be filed with the New Jersey Department of State. However, the certificate mistakenly reversed the merging and surviving corporations. The parties attempted to file a certificate of abandonment of merger, but the certificate was not accepted by the Department of State because it was filed more than 90 days after the certificate of merger. The applicable statute states that a merger is effective either upon filing of the certificate of merger or at a later time not to exceed ninety days thereafter. The Appellate Division upheld the finding that once a merger has become effective, it cannot be undone simply by filing a certificate of abandonment.