(a) After a plan of merger has been approved by each merging domestic limited partnership and each other merging business entity as provided in G.S. 59-1071, the surviving business entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall set forth:
(1) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.
(2) For each merging business entity, its name, type of business entity, and the state or country whose laws govern its organization and internal affairs.
(3) The name of the merging business entity that will survive the merger and, if the surviving business entity is not authorized to transact business or conduct affairs in this State, a designation of its mailing address and a commitment to file with the Secretary of State a statement of any subsequent change in its mailing address.
(3a) If the surviving business entity is a domestic limited partnership, any amendment to its certificate of limited partnership as provided in the plan of merger.
(4) A statement that the plan of merger has been approved by each merging business entity in the manner required by law.
(5) Repealed by Session Laws 2005-268, s. 59, effective October 1, 2005.
If the plan of merger is amended after the articles of merger have been filed but before the articles of merger become effective, and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving business entity promptly shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving business entity shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment reflecting abandonment of the plan of merger.
(b) A merger takes effect when the articles of merger become effective.
(c) Certificates of merger shall also be registered as provided in G.S. 47-18.1. (1999-369, s. 4.8; 2001-387, ss. 143, 146; 2001-487, s. 62(cc); 2005-268, s. 59.)
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Last modified: March 23, 2014