8958 - Certificate of merger or consolidation.
§ 8958. Certificate of merger or consolidation. (a) General rule.--Upon the adoption of the plan of merger or consolidation by the limited liability companies desiring to merge or consolidate, as provided in this subchapter, a certificate of merger or a certificate of consolidation, as the case may be, shall be executed by each company and shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), set forth: (1) The name and the location of the registered office, including street and number, if any, of the domestic surviving or new limited liability company or, in the case of a foreign surviving or new limited liability company, the name of the company and its jurisdiction of organization, together with either of the following: (i) If a qualified foreign limited liability company, the address, including street and number, if any, of its registered office in this Commonwealth. (ii) If a nonqualified foreign limited liability company, the address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it is organized. (2) The name and address, including street and number, if any, of the registered office of each other domestic limited liability company and qualified foreign limited liability company that is a party to the merger or consolidation. (3) If the plan is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date. (4) The manner in which the plan was adopted by each domestic limited liability company and, if one or more foreign limited liability companies are parties to the merger or consolidation, the fact that the plan was authorized, adopted or approved, as the case may be, by each of the foreign limited liability companies in accordance with the laws of the jurisdiction in which it is organized. (5) Except as provided in subsection (b), the plan of merger or consolidation. (b) Omission of certain provisions of plan of merger or consolidation.--A certificate of merger or consolidation may omit all provisions of the plan of merger or consolidation except provisions, if any, that are intended to amend or constitute the operative provisions of the certificate of organization of a company as in effect subsequent to the effective date of the plan, if the certificate of merger or consolidation states that the full text of the plan is on file at the principal place of business of the surviving or new company and states the address thereof. A company that takes advantage of this subsection shall furnish a copy of the full text of the plan, on request and without cost, to any member of any company that was a party to the plan and, unless all parties to the plan had fewer than 30 members each, on request and at cost to any other person. (c) Filing of certificate of merger or consolidation.--The certificate of merger or certificate of consolidation, as the case may be, and the certificates or statement, if any, required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the department. (d) Effective date of merger or consolidation.--Upon the filing of the certificate of merger or the certificate of consolidation in the Department of State or upon the effective date specified in the plan of merger or consolidation, whichever is later, the merger or consolidation shall be effective. The merger or consolidation of one or more domestic limited liability companies into a foreign limited liability company shall be effective according to the provisions of law of the jurisdiction in which the foreign limited liability company is organized, but not until a certificate of merger or certificate of consolidation has been adopted and filed, as provided in this subchapter. (e) Cross references.--See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 8907 (relating to execution of documents).