31 §743. Plan of merger or consolidation (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 12: MERGER AND CONSOLIDATION
§743. Plan of merger or consolidation
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Written plan. Each constituent limited liability company or other business entity that is a party to the merger or consolidation shall enter into a written plan of merger or consolidation that must be approved in accordance with section 742.
[ 1999, c. 638, §30 (AMD) .]
2. Plan requirements. The plan of merger or consolidation must set forth:
A. The name and current jurisdiction of each limited liability company or other business entity that is a party to the merger or consolidation and the name and jurisdiction of the surviving or resulting limited liability company or other business entity into which each limited liability company or other business entity merges or consolidates; [1999, c. 638, §30 (AMD).]
B. The terms and conditions of the proposed merger or consolidation and the mode of carrying the merger or consolidation into effect; [1999, c. 638, §30 (AMD).]
C. The manner and basis of converting the interests in each limited liability company or the shares of stock or other interests in each limited liability company or other business entity that is a party to the merger or consolidation into interests, shares, or other securities or obligations, as the case may be, of the surviving or resulting limited liability company or other business entity or, in whole or in part, into cash or other property; [1999, c. 638, §30 (AMD).]
D. [1999, c. 638, §30 (RP).]
D-1. In the case of a merger, a statement of any changes in or a restatement of the organizing documents of the surviving limited liability company or other business entity or a statement that the organizing documents of the surviving limited liability company or other business entity remain unchanged; or, in the case of a consolidation, with respect to the resulting limited liability company or other business entity, all of the statements required to be set forth in the organizing documents for that type of business entity; and [1999, c. 638, §30 (NEW).]
E. [1999, c. 638, §30 (RP).]
F. Other provisions relating to the proposed merger or consolidation determined necessary or desirable. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1999, c. 638, §30 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §30 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).