§ 4-31-405 - Merger or consolidation.
4-31-405. Merger or consolidation.
(a) (1) Pursuant to an agreement of merger or consolidation, a foreign business trust may merge or consolidate with or into one (1) or more foreign business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with the foreign business trust or other business entity, as the agreement shall provide, being the surviving or resulting business trust or other business entity unless otherwise provided in the governing instrument of a foreign business trust.
(2) A merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of the business trust.
(b) (1) If a business trust is merging or consolidating under this section, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the Secretary of State.
(2) The certificate of merger or consolidation shall state:
(A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate;
(B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate;
(C) The name of the surviving or resulting business trust or other business entity;
(D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation.
(ii) The effective date can be no later than ninety (90) days after the filing of the original documents;
(E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof;
(F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and
(G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under 4-20-112 and may be served with process under 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process.
(c) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation.
(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a foreign business trust which is not the surviving or resulting entity in the merger or consolidation.
(e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any business trusts and other business entities, as well as all other things and causes of action belonging to each of the business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state, in any of the business trusts and other business entities, shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of any of the business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities, and duties of each of the business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity and may be enforced against it to the same extent as if debts, liabilities, and duties had been incurred or contracted by it.