§428-905 Articles of merger. (a) After approval of the plan of merger under section 428-904(c) and compliance with section 428-908, if applicable, unless the merger is abandoned under section 428-904(d), articles of merger shall be signed on behalf of each limited liability company and each other entity that is a party to the merger and delivered to the director for filing. The articles shall set forth and contain:
(1) The name and jurisdiction of formation or organization of each of the entities that are parties to the merger;
(2) A statement that the plan of merger was approved by each entity that is a party to the merger;
(3) As to each entity, the total authorized votes and the number voted for and against the plan;
(4) The name and address of the surviving company;
(5) The effective date and time of the merger, which shall be not earlier than the date and time of filing of the articles of merger and not later than thirty days after the filing of the articles of merger;
(6) If the surviving entity is a foreign limited liability company, it shall file with the director:
(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 including the street address, as its agent to accept service of process in any such proceeding; 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; and
(7) A statement of compliance with section 428-908, if applicable.
(b) If a foreign limited liability company is the surviving entity of a merger, it shall not do business in this State until an application for that authority is filed with the director.
(c) The surviving company shall furnish a copy of the plan of merger, on request and without cost, to any member, shareholder, or partner of any entity that is a party to the merger.
(d) Articles of merger operate as an amendment to the limited liability company's articles of organization. [L 1996, c 92, pt of §1; am L 1999, c 249, §32]