[§415-75.6] Merger with or into domestic or foreign limited liability company. (a) As used in this section, the terms "limited liability company" and "foreign limited liability company" shall have the meanings defined in section 428-101.
(b) One or more corporations or foreign corporations may merge with or into one or more limited liability companies or foreign limited liability companies if in the case of a domestic corporation the board of directors and the shareholders approve a plan of merger as provided in sections 415-71 and 415-73, and in the case of a foreign corporation it complies with section 415-77.
(c) In addition to the requirements of section 415-74, the plan of merger shall also set forth:
(1) The name of each limited liability company and foreign limited liability company proposing to merge; and
(2) If the surviving entity is a limited liability company or a foreign limited liability company:
(A) The manner and basis of converting the shares of each corporation or foreign corporation and the interests as members of each limited liability company or foreign limited liability company into interests as members of the surviving domestic limited liability company or foreign limited liability company pursuant to such merger, or a statement that such information is contained in the operating agreement proposed for such surviving entity;
(B) The contents of the articles of organization of the surviving entity pursuant to such merger in accordance with section 428-203 if a domestic limited liability company is the surviving entity, or in accordance with comparable provisions of applicable law if a foreign limited liability company is the surviving entity; and
(C) The contents of the operating agreement to be entered into among the persons who will be the members of the surviving entity pursuant to the merger, which shall, if not separately provided in the plan of merger, state the manner and basis for the conversion of the shares of each merging corporation or foreign corporation and the interests as members of each merging limited liability company or foreign limited liability company into interests as members of the surviving entity and that notice of the approval of the merger will be deemed to be execution of the operating agreement by such persons.
(d) After a plan of merger is approved by the shareholders of each corporation and foreign corporation as provided in subsection (b), and by the members of each domestic limited liability company as provided in section 428-904, or as provided in comparable provisions of applicable law for each foreign limited liability company, the surviving entity shall deliver to the office of the director for filing articles of merger complying with section 415-74, executed on behalf of each party to the merger.
(e) Section 415-76 shall be applicable to each corporation that is a party to the plan of merger.
(f) If a foreign corporation is a party to the merger, section 415-77 shall apply to such foreign corporation. [L 1996, c 92, §2]