29-754
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29-754. Articles of merger or consolidation A. A business entity that survives or results from a merger or consolidation pursuant to this article shall file articles of merger or consolidation with the commission. The articles of merger or consolidation shall: 1. Include the plan of merger or consolidation or state that the plan of merger or consolidation is on file at a place of business of the surviving or resulting business entity, including the address of the place of business, and that the surviving or resulting business entity will provide a copy of the plan of merger or consolidation on request and without cost to any person who holds an interest in a business entity that is a party to the merger or consolidation. 2. State that each business entity that is a party to the merger or consolidation approved a plan of merger or consolidation in the manner provided by law. 3. State the future effective date of the merger or consolidation if it is not effective on the filing of the articles of merger or consolidation. 4. If the surviving or resulting business entity is not a business entity organized under the laws of this state, state both of the following: (a) The surviving or resulting business entity agrees that it may be served with process in this state in an action, suit or proceeding for the enforcement of any obligation of any business entity that was organized under the laws of this state and that is a party to the merger or consolidation and for the enforcement of any obligation of the surviving or resulting business entity arising from the merger or consolidation. (b) It irrevocably appoints the commission as its agent to accept service of process in the action, suit or proceeding described in subdivision (a), including the address to which the commission shall mail a copy of the process. 5. Include any amendments to the articles of organization of the surviving limited liability company if the surviving or resulting business entity is a limited liability company. B. The articles of merger or consolidation shall be duly executed as follows: 1. In the case of a domestic limited liability company, by the member or manager designated in the plan of merger or consolidation. 2. In the case of a business entity other than a domestic limited liability company, in the manner provided by law. C. Articles of merger or consolidation shall serve as articles of termination for a limited liability company that is not the surviving or resulting business entity in the merger or consolidation. D. If the articles of merger include amendments to the articles of organization, the document shall be published as provided in section 29-633. The document required to be filed and published shall be styled "articles of amendment and merger". |