§ 7-16-64 - Merger or consolidation with foreign entity.
SECTION 7-16-64
§ 7-16-64 Merger or consolidation withforeign entity. – (a) Any merger or consolidation which includes a foreign limited liabilitycompany, foreign corporation or foreign limited partnership as a constituententity is subject to the additional requirements that the merger orconsolidation is permitted by the law of the state or jurisdiction under whoselaws each foreign constituent entity is organized or formed and each foreignconstituent entity complies with that law in effecting the merger orconsolidation.
(b) If the surviving entity or the new entity is to begoverned by the laws of any jurisdiction other than this state, then thearticles of merger or consolidation required by § 7-16-62 shall also setforth:
(1) The agreement of the surviving entity or the new entitythat it may be served with process in this state in any proceeding forenforcement of any obligation of any constituent entity party to the merger orconsolidation that was organized under the laws of this state, as well as forenforcement of any obligation of the surviving entity or the new entity arisingfrom the merger or consolidation; and
(2) The irrevocable appointment of the secretary of state asan agent for service of process in the proceeding, and the surviving entity orthe new entity shall specify the address to which a copy of the process shallbe mailed to it by the secretary of state.
(c) The effect of the merger or consolidation in which thesurviving entity or the new entity is to be governed by the laws of anyjurisdiction other than this state, the effect of the merger or consolidationshall be the same as provided in § 7-16-63, except insofar as the laws ofother jurisdiction provide otherwise.