§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).
