§428-904  Merger.  (a)  Pursuant to aplan of merger, a domestic or foreign limited liability company may merge withone or more domestic professional corporations, or with one or more limitedliability companies or other business entities formed or organized under thelaws of this State, any state or territory of the United States, any foreignjurisdiction, or any combination thereof, with one of the domestic professionalcorporations, domestic or foreign limited liability companies, or otherbusiness entities whether domestic or foreign, being the surviving entity asprovided in the plan; provided that the merger is permitted by the law of thestate or country under whose law each foreign entity that is a party to themerger is organized.

(b)  The plan of merger shall set forth:

(1)  The name and jurisdiction of formation ororganization of each entity that is a party to the merger;

(2)  The name of the surviving entity with or intowhich the other entity or entities will merge;

(3)  The terms and conditions of the merger;

(4)  The manner and basis for converting the interestsof each party to the merger into interests or obligations of the survivingentity, or into money or other property in whole or in part;

(5)  The street address of the surviving entity'sprincipal place of business, or if no street address is available, the ruralpost office number or post office box designated or made available by theUnited States Postal Service; and

(6)  Amendments, if any, to the organizing articles ofthe surviving entity or, if no amendments are desired, a statement that theorganizing articles of the surviving entity shall not be amended pursuant tothe merger.

(c)  A plan of merger may:

(1)  Amend the operating agreement of alimited liability company; or

(2)  Adopt a new operating agreement for alimited liability company if it is the surviving entity in the merger.

Any amendment to a limited liability companyagreement or adoption of a new limited liability company agreement madepursuant to this subsection shall be effective upon the effective date of themerger.  This subsection shall not limit the accomplishment of a merger or ofany of the matters referred to in this subsection by any other means providedfor in a limited liability company agreement or other agreement or as otherwisepermitted by law; provided that the limited liability company agreement of anyconstituent limited liability company to the merger (including a limitedliability company formed for the purpose of consummating a merger or consolidation)shall be the limited liability company agreement of the surviving or resultinglimited liability company.

(d)  A plan of merger may set forth otherprovisions relating to the merger.

(e)  A plan of merger shall be approved:

(1)  In the case of a limited liability company thatis a party to the merger, unless otherwise provided in the operating agreement,by the members representing the percentage of ownership specified in theoperating agreement, but not fewer than the members holding a majority of theownership, or if provision is not made in the operating agreement, by all themembers; and

(2)  In the case of a foreign limited liabilitycompany that is a party to the merger, by the vote required for approval of amerger by the law of the state or foreign jurisdiction in which the foreignlimited liability company is organized.

(f)  If a foreign limited liability company isthe surviving entity of a merger, it shall not do business in this State untilan application for a certificate of authority is filed with the director if theforeign limited liability company is not already authorized to do business inthe State.

(g)  The surviving entity shall furnish a copyof the plan of merger, on request and without cost, to any member, shareholder,or partner of any entity that is a party to the merger.

(h)  A planof merger may provide that at any time prior to the time that the plan becomeseffective, the plan may be terminated by the members or managers of any limitedliability company notwithstanding approval by all or any of the constituentparties.  If the plan of merger is terminated after the filing of the articlesbut before the plan has become effective, a certificate of termination shall befiled with the director.  A plan of merger may allow the members or managers ofthe constituent limited liability companies to amend the plan at any time priorto the time that the plan becomes effective; provided that an amendment madesubsequent to the adoption of the plan by the members or managers of anyconstituent limited liability company shall not:

(1)  Alter or changethe amount or kind of shares, securities, cash, property, or rights to bereceived in exchange for or on conversion of all or any of the interests of theconstituent company; or

(2)  Alter or changeany term of the organizing articles of the surviving entity to be effected bythe merger.

If the planof merger is amended after the articles are filed with the director but beforethe plan has become effective, a certificate of amendment shall be filed withthe director.

(i)  A merger takes effect on the filing dateof the articles of merger or on the date subsequent to the filing as set forthin the articles of merger; provided that the effective date shall not be morethan thirty days from the filing date. [L 1996, c 92, pt of §1; am L 2002, c41, §23 and c 130, §107]