(a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of:
(1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and
(2) each other constituent organization, as provided by its governing statute.
(b) A statement of merger under this section must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of each constituent organization;
(2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created pursuant to the merger, a statement to that effect;
(3) the date of the filing of the certificate of formation, if any, and all prior amendments and the filing office or offices, if any, and where such is filed of each constituent organization which was formed under the laws of this state;
(4) the date of the filing of the statement of partnership, statement of not for profit partnership, or statement of limited liability partnership, if any, and all prior amendments and the filing office or offices, if any, and where such is filed of each constituent organization which is a partnership;
(5) the date the merger is effective under the governing statute of the surviving organization;
(6) if the surviving organization is to be created pursuant to the merger:
(A) if it will be a partnership, the partnership's statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; or
(B) if it will be an organization other than a partnership, any organizational document that creates the organization that is required to be in a public writing;
(7) if the surviving organization exists before the merger, any amendments provided for in the plan of merger for the organizational document that are required to be in a public writing;
(8) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(9) a statement that a copy of the plan of merger will be furnished by the surviving organization, on request and without cost, to any owner of any constituent organization which is a party to the merger;
(10) if the surviving organization is a foreign organization not authorized to conduct business or not for profit activity in this state, the street and mailing address of an office for the purposes of Section 10A-8A-9.09(b); and
(11) any additional information required by the governing statute of any constituent organization.
(c) Prior to the statement of merger being delivered for filing to the Secretary of State in accordance subsection (d), all constituent organizations that are partnerships, other than a partnership that is created pursuant to the merger, must have on file with the Secretary of State a statement of partnership, statement of not for profit partnership, or statement of limited liability partnership.
(d) The statement of merger shall be delivered for filing to the Secretary of State.
(e) A merger becomes effective under this article:
(1) if the surviving organization is a partnership, upon the later of:
(A) the filing of the statement of merger with the Secretary of State; or
(B) as specified in the statement of merger; or
(2) if the surviving organization is not a partnership, as provided by the governing statute of the surviving organization.
(f) After a merger becomes effective, if the surviving organization is a partnership, then, except (I) the statement of merger permitted to be delivered to the judge of probate for filing pursuant to subsection (g) and (II) certified copies of statements of authority, denial, and cancellations thereof permitted to be delivered to the judge of probate for filing pursuant to Sections 10A-8A-3.03 and 10A-8A-3.04 for certified copies of, all filing instruments required to be filed under this title regarding that surviving organization shall be delivered for filing to the Secretary of State.
(g) A certified copy of the statement of merger required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which any constituent organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate, however, shall be entitled to collect the filing fee of five dollars ($5). Any such filing shall evidence chain of title, but lack of filing shall not affect the surviving organization's title to such real property.
(h) A statement of merger is a filing instrument under Chapter 1.
(i) The filing fees for a statement of merger shall be as set forth in Chapter 1.
Last modified: May 3, 2021