(805 ILCS 180/37-20)
Sec. 37-20. Merger of entities.
(a) Pursuant to a plan of merger approved under subsection (c) of this Section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities if merger with or into a limited liability company is permitted under the law governing the domestic or foreign entity.
(b) A plan of merger must set forth all of the following:
(1) The name of each entity that is a party to the
merger.
(2) The name of the surviving entity into which the
other entities will merge.
(3) The type of organization of the surviving entity.
(4) The terms and conditions of the merger.
(5) The manner and basis for converting the
interests, shares, obligations, or other securities of each party to the merger into interests, shares, obligations, or other securities of the surviving entity, or into money or other property in whole or in part.
(6) The street address of the surviving entity's
principal place of business.
(c) A plan of merger must be approved:
(1) in the case of a limited liability company that
is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(2) in the case of a foreign limited liability
company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;
(3) in the case of a partnership or domestic limited
partnership that is a party to the merger, by the vote required for approval of a conversion under Section 37-5(b); and
(4) in the case of any other entities that are
parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger is effective upon the filing of the articles of merger with the Secretary of State, or a later date as specified in the articles of merger not later than 30 days subsequent to the filing of the plan of merger under Section 37-25.
(Source: P.A. 90-424, eff. 1-1-98.)
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Last modified: February 18, 2015