(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State.
(b) The articles of merger shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing statute;
(2) The name and form of the surviving organization and the jurisdiction of its governing statute;
(3) The date the merger is effective under the governing statute of the surviving organization;
(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under ยง 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;
(7) (A) A copy of the plan of merger; or
(B) A statement that:
(i) Contains the address of an office of the surviving organization where the plan of merger is on file; and
(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8) Any additional information required by the governing statute of any constituent organization.
(c) A merger becomes effective under this subchapter:
(1) If the surviving organization is a limited liability company, upon the later of:
(A) Compliance with subsection (a) of this section; or
(B) The date specified in the articles of merger; or
(2) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
Section: Previous 4-32-1202 4-32-1203 4-32-1204 4-32-1205 4-32-1206 4-32-1207 4-32-1208 4-32-1209 4-32-1210 NextLast modified: November 15, 2016