Filings required for merger — Effective date

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  1. (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.

  2. (b) The articles of merger shall include:

    1. (1) The name and form of each constituent organization and the jurisdiction of its governing statute;

    2. (2) The name and form of the surviving organization and the jurisdiction of its governing statute;

    3. (3) The date the merger is effective under the governing statute of the surviving organization;

    4. (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;

    5. (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

    6. (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;

    7. (7) Either:

      1. (A) A copy of the plan of merger; or

      2. (B) A statement that:

        1. (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and

        2. (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. (8) Any additional information required by the governing statute of any constituent organization.

  3. (c) A merger becomes effective under this subchapter:

    1. (1) If the surviving organization is a limited liability company, upon the later of:

      1. (A) Compliance with subsection (a) of this section; or

      2. (B) The date specified in the articles of merger; or

    2. (2) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.


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