§428-905  Articles of merger.  (a) After a plan of merger is approved in accordance with section 428-904(e),unless the merger is terminated under section 428-904(h), articles of mergershall be signed on behalf of each limited liability company and each otherentity that is a party to the merger, and shall be delivered to the directorfor filing.  The articles shall set forth:

(1)  The name and jurisdiction of each entity that isa party to the merger, and the name, address, and jurisdiction of the survivingentity;

(2)  A statement that the plan of merger has beenapproved by each entity that is a party to the merger;

(3)  A statement indicating any changes in theorganizing articles of the surviving entity to be given effect by the merger;provided that if no changes are made, a statement that the organizing articlesof the surviving entity shall not be amended pursuant to the merger;

(4)  The future effective date (which shall be a datecertain) of the merger if it is not to be effective upon the filing of thearticles of merger; provided that the effective date shall not be more thanthirty days from the filing date; and

(5)  A statement that includes:

(A)  An agreement that the surviving entity maybe served with process in this State in any action or proceeding for theenforcement of any liability or obligation of any entity previously subject tosuit in this State that is to merge;

(B)  An irrevocable appointment of a residentof this State as its agent to accept service of process in a proceeding undersubparagraph (A), that includes the resident's street address in this State;and

(C)  An agreement for the enforcement, asprovided in this chapter, of the right of any dissenting member, shareholder,or partner to receive payment for their interest against the surviving entity.

(b)  If the articles of merger provide for afuture effective date, and:

(1)  The plan of merger is amended to change thefuture effective date;

(2)  The plan of merger permits the amendment of thearticles of merger to change the future effective date without an amendment tothe plan of merger; or

(3)  The plan of merger is amended to change any othermatter contained in the articles of merger so as to make the articles of mergerinaccurate in any material respect, prior to the future effective date;

then the articles of merger shall be amended byfiling with the director a certificate of amendment that identifies thearticles of merger and sets forth the amendment to the articles of merger.

If the articles of merger provide for a futureeffective date and if a plan of merger is terminated prior to the futureeffective date, the articles of merger shall be terminated by filing with thedirector a certificate of termination that identifies the articles of mergerand states that the plan of merger has been terminated.

(c)  Articles of merger operate as an amendmentto the limited liability company's organizing articles. [L 1996, c 92, pt of§1; am L 1999, c 249, §32; am L 2000, c 219, §78; am L 2002, c 41, §24; am L2003, c 124, §77; am L 2004, c 121, §48; am L 2006, c 184, §35]