Sec. 34-195. Plan of merger or consolidation.
Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company
or other entity that is a party to a proposed merger or consolidation shall enter into a
written plan of merger or consolidation, which shall be approved in accordance with
section 34-194.
(b) The plan of merger or consolidation shall set forth: (1) The name of each limited
liability company and other entity that is a party to the merger or consolidation and the
name of the survivor in a merger or the new limited liability company in a consolidation;
(2) the terms and conditions of the proposed merger or consolidation; (3) the manner
and basis of converting the interests in each limited liability company or other entity in
the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case
of a merger, such amendments to the organizational documents of the survivor as are
desired to be effected by the merger, or that no such changes are desired; (5) in the case
of a consolidation, all of the statements required to be set forth in the organizational
documents of the survivor; and (6) such other provisions relating to the proposed merger
or consolidation as are deemed necessary or desirable. If the merger or consolidation
involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan
of merger or consolidation under this section.
(P.A. 93-267, S. 66; P.A. 03-18, S. 65.)
History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding
provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability
company with references to survivor and references to articles of organization of the surviving or any new limited liability
company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003.