§428-905 Articles of merger. (a) After approval of the plan of merger under section 428-904(c), 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, and the name, address, and jurisdiction of organization of the limited liability company into which they propose to merge, which is hereinafter designated as the surviving company;
(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) A statement indicating the changes in the articles of organization of the surviving company to be effected by the merger;
(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; and
(6) If the surviving company is a foreign limited liability company, it shall file with the director:
(A) An agreement that the surviving company 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 such proceeding, and include 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 company.
(b) If a foreign limited liability company is the surviving company 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; am L 2000, c 219, §78]