(a) A limited liability company may merge with one or more other merging limited liability companies into a surviving limited liability company pursuant to this section and sections 34-279i to 34-279k, inclusive, and a plan of merger, if: (1) The organic law of each of the other merging limited liability companies authorizes the merger; (2) the merger is not prohibited by the law of the governing jurisdiction of the other merging limited liability companies or by any federal law; and (3) each of the other merging limited liability companies complies with its organic law in effecting the merger.
(b) A plan of merger must be in a record and must include: (1) The name and form of each merging limited liability company; (2) the name and form of the surviving limited liability company and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the transferable interests in each merging limited liability company into any combination of money, transferable interests in the surviving limited liability company, and other consideration; (4) if the surviving limited liability company is to be created by the merger, the surviving limited liability company's organizational documents that are proposed to be in a record; and (5) if the surviving limited liability company is not to be created by the merger, any amendments to be made by the merger to the surviving limited liability company's organizational documents that are, or are proposed to be, in a record.
(P.A. 16-97, S. 88.)
History: P.A. 16-97 effective July 1, 2017.