The Massachusetts Agreement of Merger, also known as the Certificate of Merger, is a legal document used in the state of Massachusetts to officially merge two or more companies into a single entity. This agreement outlines the terms, conditions, and procedures of the merger, ensuring transparency and compliance with state laws. In Massachusetts, there are two types of Agreement of Merger — Certificate of Merger: 1. Statutory Merger: This type of merger involves the consolidation of two or more companies into a single surviving entity. Under the Massachusetts General Laws, the participating companies must adopt a plan of merger, which includes provisions related to ownership, governance, and other relevant aspects. The Certificate of Merger is then filed with the Massachusetts Secretary of State, serving as evidence of the completed merger. 2. Non-statutory Merger: This type of merger allows companies to merge without complying with the strict requirements of a statutory merger. It offers more flexibility in terms of the merger process and the ability to negotiate specific terms and conditions. However, it is important to note that non-statutory mergers must still comply with the Massachusetts state laws and ensure the fairness and protection of the stakeholders involved. The Certificate of Merger for a non-statutory merger is also submitted to the Massachusetts Secretary of State for validation. Both types of Massachusetts Agreement of Merger — Certificate of Merger serve as essential legal documents that confirm the successful completion of the merger process. They provide a comprehensive record of the merger's terms, as well as the rights and obligations of the involved companies and their stakeholders. The documents are typically prepared with the assistance of attorneys specializing in corporate law to ensure compliance with all relevant regulations and the protection of the interests of both merging entities.