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Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

010
:
CONVERSION, MERGER, AND DOMESTICATION










 

§

4150. Filings required for merger; effective date

(a) After each

constituent organization has approved a merger, articles of merger shall be

signed on behalf of:

(1) each

constituent limited liability company, as provided in subsection 4025(a) of

this title; and

(2) each other

constituent organization, as provided in its governing statute.

(b) Articles of

merger under this section shall include:

(1) the name and

form of each constituent organization and the jurisdiction of its governing

statute;

(2) the name and

form of the surviving organization, the jurisdiction of its governing statute,

and, if the surviving organization is created by the merger, a statement to

that effect;

(3) the date the

merger is effective under the governing statute of the surviving organization;

(4) if the

surviving organization is to be created by the merger:

(A) if it will

be a limited liability company, the company's certificate of organization; or

(B) if it will

be an organization other than a limited liability company, the organizational

document that creates the organization that is in a public record;

(5) if the

surviving organization preexists the merger, any amendments provided for in the

plan of merger for the organizational document that created the organization

that are in a public record;

(6) a statement

as to each constituent organization that the merger was approved as required by

the organization's governing statute;

(7) if the

surviving organization is a foreign organization not authorized to transact

business in this State, the street and mailing addresses of an office that the

Secretary of State may use for the purposes of subsection 4151(b) of this

title; and

(8) any

additional information required by the governing statute of any constituent

organization.

(c) Each

constituent limited liability company shall deliver the articles of merger for

filing in the Office of the Secretary of State.

(d) A merger

becomes effective under this subchapter:

(1) if the

surviving organization is a limited liability company, upon the later of:

(A) compliance

with subsection (c) of this section; or

(B) subject to

section 4026 of this title, as specified in the articles of merger; or

(2) if the

surviving organization is not a limited liability company, as provided by the

governing statute of the surviving organization. (Added 2015, No. 17, § 2.)