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



(b)  The plan of merger shall set forth:



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



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



(3)  The terms and conditions of the merger;



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



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



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



(c)  A plan of merger may:



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



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



Any amendment to a limited liability company
agreement or adoption of a new limited liability company agreement made
pursuant to this subsection shall be effective upon the effective date of the
merger.  This subsection shall not limit the accomplishment of a merger or of
any of the matters referred to in this subsection by any other means provided
for in a limited liability company agreement or other agreement or as otherwise
permitted by law; provided that the limited liability company agreement of any
constituent limited liability company to the merger (including a limited
liability company formed for the purpose of consummating a merger or consolidation)
shall be the limited liability company agreement of the surviving or resulting
limited liability company.



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



(e)  A plan of merger shall be approved:



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



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



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



(g)  The surviving entity shall furnish a copy
of 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 plan
of merger may provide that at any time prior to the time that the plan becomes
effective, the plan may be terminated by the members or managers of any limited
liability company notwithstanding approval by all or any of the constituent
parties.  If the plan of merger is terminated after the filing of the articles
but before the plan has become effective, a certificate of termination shall be
filed with the director.  A plan of merger may allow the members or managers of
the constituent limited liability companies to amend the plan at any time prior
to the time that the plan becomes effective; provided that an amendment made
subsequent to the adoption of the plan by the members or managers of any
constituent limited liability company shall not:



(1)  Alter or change
the amount or kind of shares, securities, cash, property, or rights to be
received in exchange for or on conversion of all or any of the interests of the
constituent company; or



(2)  Alter or change
any term of the organizing articles of the surviving entity to be effected by
the merger.



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



(i)  A merger takes effect on the filing date
of the articles of merger or on the date subsequent to the filing as set forth
in the articles of merger; provided that the effective date shall not be more
than thirty days from the filing date. [L 1996, c 92, pt of §1; am L 2002, c
41, §23 and c 130, §107]