Section 304-A:61 Certificate of Merger.
I. In a merger of a limited liability company, registered limited liability partnership, or a limited partnership with a partnership in which a partnership is the surviving entity, the surviving entity shall file in the office of the secretary of state a certificate of merger, together with payment of a filing fee of $35.
II. A certificate of merger must contain:
(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;
(b) The name of the surviving entity into which the other entities were merged;
(c) The street address of the surviving entity's chief executive office and of an office in this state, if any;
(d) A statement that the executed agreement of merger is on file at the principal place of business of the surviving business entity and the address thereof; and
(e) A statement that a copy of the agreement of merger will be furnished by the surviving partnership, on request and without cost, to any limited partner of any constituent limited partnership or any member of any constituent limited liability company.
III. Except as otherwise provided in paragraph IV, for the purposes of RSA 304-A:10, property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
IV. For the purposes of RSA 304-A:10, real property of a surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the certificate of merger, if a certificate of merger is required by paragraph I, and otherwise a certificate of merger satisfying the requirements of paragraph II acknowledged by all persons executing the certificate, in the registry of deeds of the county in which the real property is located.
V. A filed and, if appropriate, recorded certificate of merger, stating the name of a partnership, limited partnership, or limited liability company that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by paragraph II, operates with respect to the partnerships, limited partnerships, or limited liability companies named to the extent provided in paragraphs III and IV.
Source. 1997, 120:9, eff. Aug. 8, 1997.