488.1108 - FILINGS REQUIRED FOR MERGER -- EFFECTIVE DATE.

        488.1108  FILINGS REQUIRED FOR MERGER -- EFFECTIVE      DATE.         1.  After each constituent organization has approved a merger,      articles of merger must be signed on behalf of all of the following:         a.  Each preexisting constituent limited partnership, by each      general partner listed in the certificate of limited partnership.         b.  Each other preexisting constituent organization, by an      authorized representative.         2.  The articles of merger must include all of the following:         a.  The name and form of each constituent organization and the      jurisdiction of its governing statute.         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.         c.  The date the merger is effective under the governing      statute of the surviving organization.         d.  If the surviving organization is to be created by the      merger, one of the following:         (1)  If it will be a limited partnership, the limited      partnership's certificate of limited partnership.         (2)  If it will be an organization other than a limited      partnership, the organizational document that creates the      organization.         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.         f.  A statement as to each constituent organization that the      merger was approved as required by the organization's governing      statute.         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 which the secretary of state may use for      the purposes of section 488.1109, subsection 2.         h.  Any additional information required by the governing      statute of any constituent organization.         3.  Each constituent limited partnership shall deliver the      articles of merger for filing in the office of the secretary of      state.         4.  A merger becomes effective under this article according to one      of the following:         a.  If the surviving organization is a limited partnership,      upon the later of the following:         (1)  Compliance with subsection 3.         (2)  Subject to section 488.206, subsection 3, as specified in the      articles of merger.         b.  If the surviving organization is not a limited      partnership, as provided by the governing statute of the surviving      organization.  
         Section History: Recent Form
         2004 Acts, ch 1021, §96, 118         Referred to in § 488.204, 488.1106, 488.1107