347.129. Notice of merger or consolidation, filing, contents--execution--notice of abandonment, contents--effective date of merger or consolidation of foreign companies.
Notice of merger or consolidation, filing, contents--execution--noticeof abandonment, contents--effective date of merger orconsolidation of foreign companies.
347.129. 1. The surviving limited liability company in the merger orthe new limited liability company in the consolidation shall file a noticeof the merger or consolidation with the secretary which shall set forth:
(1) The name of each party to the merger or consolidation;
(2) The effective date of the merger or consolidation which may notexceed ninety days after the filing of the notice of merger orconsolidation;
(3) The name of the surviving limited liability company in the mergeror the new limited liability company in the consolidation and the state ofits formation;
(4) A statement that the merger or consolidation was authorized andapproved by the members of each party to the merger or consolidation inaccordance with the laws of the jurisdiction where it was organized;
(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or new limitedliability company;
(6) In the case of a merger in which a domestic limited liabilitycompany is the surviving limited liability company, such amendments to thearticles of organization of the surviving limited liability company as aredesired to be effected by the merger, or, if no such amendments or changesare desired, a statement that the articles of organization of the survivinglimited liability company shall not be amended as a result of the merger;
(7) In the case of a consolidation in which a domestic limitedliability company is the continuing limited liability company, the articlesof organization of the new domestic limited liability company shall be setforth in an attachment to the notice of consolidation;
(8) A statement that the executed agreement of merger orconsolidation is on file at the principal place of business of thesurviving or new limited liability company, stating the address of theprincipal place of business; and
(9) A statement that a copy of the agreement of merger orconsolidation will be furnished by the surviving or new entity, on requestand without cost, to any member of any entity that is a party to the mergeror consolidation.
2. The notice of the merger or consolidation shall be executed by atleast one authorized person of the domestic limited liability company andone authorized agent, or its equivalent, for the other party to the mergeror consolidation who is duly authorized to execute such notice.
3. In the event the merger or consolidation is not consummated forany reason, the domestic limited liability company shall promptly file anotice of the abandonment of the merger or consolidation with the secretarywhich shall set forth:
(1) The name of each party to the merger or consolidation;
(2) The date the notice of merger or consolidation was filed with thesecretary; and
(3) A statement that the merger or consolidation was not consummatedand has been abandoned.
4. If the surviving or new limited liability company is a foreignlimited liability company, the effective date of such merger orconsolidation shall be the date on which the same becomes effective in thestate of domicile of such surviving or new limited liability company;provided a document from the state of domicile of the surviving limitedliability company in the case of merger or the case of consolidationcertifying that the merger or consolidation has become effective in suchstate shall be a requirement for the merger or consolidation becomingeffective in this state.
(L. 1993 S.B. 66 & 20 § 359.780, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)