29-754

29-754. Articles of merger or
consolidation

A. A business entity that survives or results from a merger or consolidation
pursuant to this article shall file articles of merger or consolidation with the
commission. The articles of merger or consolidation shall:

1. Include the plan of merger or consolidation or state that the plan of merger or
consolidation is on file at a place of business of the surviving or resulting business
entity, including the address of the place of business, and that the surviving or
resulting business entity will provide a copy of the plan of merger or consolidation on
request and without cost to any person who holds an interest in a business entity that is
a party to the merger or consolidation.

2. State that each business entity that is a party to the merger or consolidation
approved a plan of merger or consolidation in the manner provided by law.

3. State the future effective date of the merger or consolidation if it is not
effective on the filing of the articles of merger or consolidation.

4. If the surviving or resulting business entity is not a business entity organized
under the laws of this state, state both of the following:

(a) The surviving or resulting business entity agrees that it may be served with
process in this state in an action, suit or proceeding for the enforcement of any
obligation of any business entity that was organized under the laws of this state and
that is a party to the merger or consolidation and for the enforcement of any obligation
of the surviving or resulting business entity arising from the merger or consolidation.

(b) It irrevocably appoints the commission as its agent to accept service of
process in the action, suit or proceeding described in subdivision (a), including the
address to which the commission shall mail a copy of the process.

5. Include any amendments to the articles of organization of the surviving limited
liability company if the surviving or resulting business entity is a limited liability
company.

B. The articles of merger or consolidation shall be duly executed as follows:

1. In the case of a domestic limited liability company, by the member or manager
designated in the plan of merger or consolidation.

2. In the case of a business entity other than a domestic limited liability
company, in the manner provided by law.

C. Articles of merger or consolidation shall serve as articles of termination for a
limited liability company that is not the surviving or resulting business entity in the
merger or consolidation.

D. If the articles of merger include amendments to the articles of organization,
the document shall be published as provided in section 29-633. The document required to
be filed and published shall be styled "articles of amendment and merger".