§ 4-27-1109 - Filings required for merger -- Effective date.
4-27-1109. Filings required for merger -- Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.
(b) The articles of merger shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing statute;
(2) The name and form of the surviving organization and the jurisdiction of its governing statute;
(3) The date the merger is effective under the governing statute of the surviving organization;
(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;
(7) (A) A copy of the plan of merger; or
(B) A statement that:
(i) Contains the address of an office of the surviving organization where the plan of merger is on file; and
(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8) Any additional information required by the governing statute of any constituent organization.
(c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.
(d) A merger becomes effective under this subchapter:
(1) If the surviving organization is a corporation, upon the later of:
(A) Compliance with subsection (c) of this section; or
(B) The date specified in the articles of merger; or
(2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.