Section 347.129

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 28 Aug 2004   

  347.129.  Notice of merger or consolidation, filing, contents — execution — notice of abandonment, contents — effective date of merger or consolidation of foreign companies. — 1.  The surviving limited liability company in the merger or the new limited liability company in the consolidation shall file a notice of the merger or consolidation with the secretary which shall set forth:

  (1)  The name of each party to the merger or consolidation;

  (2)  The effective date of the merger or consolidation which may not exceed ninety days after the filing of the notice of merger or consolidation;

  (3)  The name of the surviving limited liability company in the merger or the new limited liability company in the consolidation and the state of its formation;

  (4)  A statement that the merger or consolidation was authorized and approved by the members of each party to the merger or consolidation in accordance with the laws of the jurisdiction where it was organized;

  (5)  If applicable, the address of the registered office and the name of the registered agent at such office for the surviving or new limited liability company;

  (6)  In the case of a merger in which a domestic limited liability company is the surviving limited liability company, such amendments to the articles of organization of the surviving limited liability company as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of organization of the surviving limited liability company shall not be amended as a result of the merger;

  (7)  In the case of a consolidation in which a domestic limited liability company is the continuing limited liability company, the articles of organization of the new domestic limited liability company shall be set forth in an attachment to the notice of consolidation;

  (8)  A statement that the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new limited liability company, stating the address of the principal place of business; and

  (9)  A statement that a copy of the agreement of merger or consolidation will be furnished by the surviving or new entity, on request and without cost, to any member of any entity that is a party to the merger or consolidation.

  2.  The notice of the merger or consolidation shall be executed by at least one authorized person of the domestic limited liability company and one authorized agent, or its equivalent, for the other party to the merger or consolidation who is duly authorized to execute such notice.

  3.  In the event the merger or consolidation is not consummated for any reason, the domestic limited liability company shall promptly file a notice of the abandonment of the merger or consolidation with the secretary which shall set forth:

  (1)  The name of each party to the merger or consolidation;

  (2)  The date the notice of merger or consolidation was filed with the secretary; and

  (3)  A statement that the merger or consolidation was not consummated and has been abandoned.

  4.  If the surviving or new limited liability company is a foreign limited liability company, the effective date of such merger or consolidation shall be the date on which the same becomes effective in the state of domicile of such surviving or new limited liability company; provided a document from the state of domicile of the surviving limited liability company in the case of merger or the case of consolidation certifying that the merger or consolidation has become effective in such state shall be a requirement for the merger or consolidation becoming effective in this state.

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(L. 1993 S.B. 66 & 20 § 359.780, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)