35-8-1201. Merger. (1) Pursuant to a plan of merger approved under subsection (3), a domestic limited liability company may merge with or into one or more limited liability companies, foreign limited liability companies, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. In the case of a merger with a foreign business entity, the merger must be permitted by the laws of the jurisdiction in which the foreign entity is incorporated or organized.
(2) A plan of merger must set forth:
(a) the name of each entity that is a party to the merger;
(b) the name of the surviving entity into which the other entities will merge;
(c) the type of organization of the surviving entity;
(d) the terms and conditions of the merger;
(e) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property, in whole or in part; and
(f) the street address of the surviving entity's principal place of business.
(3) A plan of merger must be approved:
(a) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(b) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;
(c) in the case of a domestic partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under 35-8-1210(2); and
(d) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this state or of the state or foreign jurisdiction in which the entity is organized and, in the absence of any requirement, by all the owners of interests in the entity.
(4) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(5) The merger is effective upon the filing of the articles of merger with the secretary of state or at a later date as the articles may provide.
History: En. Sec. 71, Ch. 120, L. 1993; amd. Sec. 49, Ch. 302, L. 1999.