31 §744. Certificate 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
§744. Certificate of merger or consolidation
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Certificate of merger or consolidation. The limited liability company or other business entity surviving or resulting from the merger or consolidation shall deliver to the Secretary of State a certificate of merger or consolidation executed by each constituent limited liability company or other business entity setting forth:
A. The name and current jurisdiction of each limited liability company or other business entity that is to merge or consolidate; [1999, c. 638, §31 (AMD).]
B. That an agreement of merger or consolidation has been approved and executed by each limited liability company or other business entity that is a party to the merger or consolidation; [1999, c. 638, §31 (AMD).]
C. The name of the surviving or resulting limited liability company or other business entity; [1999, c. 638, §31 (AMD).]
D. [1999, c. 638, §31 (RP).]
E. [1999, c. 638, §31 (RP).]
F. [1999, c. 638, §31 (RP).]
G. If the surviving or resulting limited liability company or other business entity is not organized under the laws of this State, a statement that the surviving or resulting limited liability company or other business entity:
(1) Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a party to the merger or consolidation that was organized under the laws of this State, as well as for enforcement of an obligation of the surviving or resulting limited liability company or other business entity arising from the merger or consolidation; and
(2) Appoints the Secretary of State as its agent for service of process in any such proceeding and the surviving or resulting limited liability company or other business entity shall specify the address to which a copy of the process must be mailed by the Secretary of State; [1999, c. 638, §31 (AMD).]
H. If shareholder approval of any corporation party to the merger or consolidation was not required, a statement to that effect; [1999, c. 638, §31 (NEW).]
I. If approval of the shareholders of one or more corporations party to the merger or consolidation was required:
(1) The designation, number of outstanding shares and number of shares entitled to vote on the written agreement or plan of merger or consolidation as to each corporation; the number of shares voted for and against the agreement or plan; and a statement that the number of votes cast for the agreement or plan was sufficient for approval by the shareholders; and
(2) If the shares of any class were entitled to vote as a class, the designation and number of outstanding shares of each such class, the number of shares of each such class voted for and against the written agreement or plan and a statement that the number of votes cast for the agreement or plan by each class was sufficient for approval by that class; [1999, c. 638, §31 (NEW).]
J. 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; [1999, c. 638, §31 (NEW).]
K. That the executed agreement or plan of merger or consolidation is on file at a place of business of the surviving or resulting limited liability company or other business entity and stating the address of such place of business and that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company or other business entity, on request and without cost, to a person holding an interest in a limited liability company or other business entity that is to merge or consolidate; [1999, c. 638, §31 (NEW).]
L. The date when the merger or consolidation is to take effect, not to exceed 60 days subsequent to the filing date of the certificate of merger or consolidation; [1999, c. 638, §31 (NEW).]
M. A statement to the effect that the merger or consolidation was effected in compliance with the laws applicable to mergers or consolidations of all parties to the merger or consolidation; and [1999, c. 638, §31 (NEW).]
N. An agreement that the surviving or resulting limited liability company or other business entity shall continue to comply with all provisions of all laws applicable to mergers or consolidations of all parties to the merger or consolidation, including, without limitation, provisions on payment of amounts to which dissenting shareholders are entitled. [1999, c. 638, §31 (NEW).]
[ 1999, c. 638, §31 (AMD) .]
2. Effective date. A merger or consolidation takes effect upon the later of the effective date of the filing of the certificate of merger or consolidation or the date set forth in the certificate of merger or consolidation.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Execution of certificate. The certificate of merger or consolidation must be executed by a limited liability company that is a party to the merger or consolidation in the manner provided for in section 627 and must be filed with the Secretary of State in the manner provided for in section 629.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Certificate of cancellation of domestic limited liability company. The certificate of merger or consolidation acts as a certificate of cancellation for a domestic limited liability company or other business entity that is not the surviving or resulting business entity in the merger or consolidation.
[ 1999, c. 638, §32 (AMD) .]
5. Operating agreement of surviving limited liability company. A written agreement of merger or consolidation approved in accordance with section 742 may effect an amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the surviving or resulting limited liability company in the merger or consolidation. An approved written plan of merger or consolidation may also provide that the operating agreement of any constituent limited liability company to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the surviving limited liability company. An amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection is effective at the effective time and date of the merger or consolidation. This subsection may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection, by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of a constituent limited liability company to the merger or consolidation including a limited liability company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the surviving or resulting limited liability company.
[ 1999, c. 638, §32 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §§31,32 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).