§425-204 Articles of merger. (a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general partnership, and each entity that is a party to the merger and delivered to the director for filing. The articles shall set forth:
(1) The name and jurisdiction of formation or organization of each entity that is a party to the merger, and the name, address, and jurisdiction of organization of the entity with or into which they propose to merge, which is hereinafter designated as the surviving entity;
(2) A statement that the plan of merger was approved by each entity that is a party to the merger;
(3) A statement indicating any changes in the organizing articles of the surviving entity to be given effect by the merger; provided that if no changes are made, a statement that the organizing articles of the surviving entity shall not be amended pursuant to the merger;
(4) The future effective date (which shall be a date certain) of the merger if it is not to be effective upon the filing of the articles of merger; provided that the effective date shall not be more than thirty days from the filing date; and
(5) A statement that includes:
(A) An agreement that the surviving entity may be served with process in this State in any action or proceeding for the enforcement of any liability or obligation of any entity previously subject to suit in this State which is to merge;
(B) An irrevocable appointment of a resident of this State as its agent to accept service of process in any proceeding pursuant to this paragraph, that includes the resident's street address in this State; and
(C) An agreement for the enforcement, as provided in this chapter, of the right of any dissenting member, shareholder, or partner to receive payment for their interest against the surviving entity.
(b) If the articles of merger provide for a future effective date, and:
(1) The plan of merger is amended to change the future effective date;
(2) The plan of merger permits the amendment of the articles of merger to change the future effective date without an amendment to the plan of merger; or
(3) The plan of merger is amended to change any other matter contained in the articles of merger so as to make the articles of merger inaccurate in any material respect, prior to the future effective date; then the articles of merger shall be amended by filing with the director a certificate of amendment that identifies the articles of merger and sets forth the amendment to the articles of merger.
If the articles of merger provide for a future effective date and if the plan of merger is terminated prior to the future effective date, the articles of merger shall be terminated by filing with the director a certificate of termination that identifies the articles of merger and states that the plan of merger has been terminated. [L 2002, c 41, pt of §3; am L 2003, c 124, §59; am L 2004, c 121, §34; am L 2006, c 235, §17]