§1438. Filings required for merger; effective date








1. Articles of merger; signed. 
After each constituent organization has approved a merger, articles of merger must
be signed on behalf of:





A. Each preexisting constituent limited partnership, by each general partner listed
in the certificate of limited partnership; and [2005, c. 543, Pt. C, §2 (NEW).]










B. Each other preexisting constituent organization, by an authorized representative. [2005, c. 543, Pt. C, §2 (NEW).]







[
2005, c. 543, Pt. C, §2 (NEW)
.]








2. Articles of merger; contents. 
The articles of merger must include:





A. The name and form of each constituent organization and the jurisdiction of its governing
statute; [2005, c. 543, Pt. C, §2 (NEW).]










B. 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; [2005, c. 543, Pt. C, §2 (NEW).]










C. The date the merger is effective under the governing statute of the surviving organization; [2005, c. 543, Pt. C, §2 (NEW).]










D. If the surviving organization is to be created by the merger:



(1) If the surviving organization will be a limited partnership, the limited partnership's
certificate of limited partnership; or




(2) If the surviving organization will be an organization other than a limited partnership,
the organizational document that creates the organization; [2005, c. 543, Pt. C, §2 (NEW).]











E. If the surviving organization preexists the merger, any amendments provided for in
the plan of merger for the organizational document that created the organization; [2005, c. 543, Pt. C, §2 (NEW).]










F. A statement as to each constituent organization that the merger was approved as required
by the organization's governing statute; [2005, c. 543, Pt. C, §2 (NEW).]










G. If the surviving organization is a foreign organization not authorized to transact
business in this State, the street and mailing address of an office that may be used for service of process under section 1439, subsection 2; and [2007, c. 323, Pt. F, §35 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]











H. Any additional information required by the governing statute of any constituent organization. [2005, c. 543, Pt. C, §2 (NEW).]







[
2007, c. 323, Pt. F, §35 (AMD);
2007, c. 323, Pt. G, §4 (AFF)
.]








3. Deliver to Secretary of State. 
Each constituent limited partnership shall deliver the articles of merger for filing
in the office of the Secretary of State.


[
2005, c. 543, Pt. C, §2 (NEW)
.]








4. Merger effective. 
A merger becomes effective under this subchapter:





A. If the surviving organization is a limited partnership, upon the later of:





(1) Compliance with subsection 3; and







(2) Subject to section 1326, subsection 3, as specified in the articles of merger;
or [2005, c. 543, Pt. C, §2 (NEW).]













B. If the surviving organization is not a limited partnership, as provided by the governing
statute of the surviving organization. [2005, c. 543, Pt. C, §2 (NEW).]







[
2005, c. 543, Pt. C, §2 (NEW)
.]





SECTION HISTORY

2005, c. 543, §C2 (NEW).
2007, c. 323, Pt. F, §35 (AMD).
2007, c. 323, Pt. G, §4 (AFF).