After a plan of merger has been adopted and approved as required by the Mississippi Limited Liability Company Act, a certificate of merger shall be executed on behalf of each party to the merger by any manager, if management of the limited liability company is vested in one or more managers, or by a member if management of the limited liability company is reserved to the members. The certificate shall set forth:
(a) The names of the parties to the merger and the date on which the merger occurred or is to be effective;
(b) If the organizational documents of the survivor of a merger are amended, or if a new entity is created as a result of a merger, the amendments to the organizational documents of the survivor or the organizational documents of the new entity;
(c) A statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by the Mississippi Limited Liability Company Act and the certificate of formation and limited liability company agreement;
(d) As to each entity that was a party to the merger, a statement that the plan and the performance of its terms were duly authorized by all action required by the laws under which the entity is organized, or by which it is governed, and by its organizational documents;
(e) The future effective date of the merger, which shall be a date or time certain not later than the ninetieth day after the date it is filed, if it is not to be effective upon the filing of the certificate of merger; and
(f) The plan of merger.
Sources: Laws, 2000, ch. 469, § 46, eff from and after July 1, 2000.
After a plan of merger has been adopted and approved as required by the Mississippi Limited Liability Company Act, a certificate of merger shall be executed on behalf of each party to the merger by any manager, if management of the limited liability company is vested in one or more managers, or by a member if management of the limited liability company is reserved to the members. The certificate shall set forth:
(a) The names of the parties to the merger and the date on which the merger occurred or is to be effective;
(b) If the organizational documents of the survivor of a merger are amended, or if a new entity is created as a result of a merger, the amendments to the organizational documents of the survivor or the organizational documents of the new entity;
(c) A statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by the Mississippi Limited Liability Company Act and the certificate of formation and limited liability company agreement;
(d) As to each entity that was a party to the merger, a statement that the plan and the performance of its terms were duly authorized by all action required by the laws under which the entity is organized, or by which it is governed, and by its organizational documents;
(e) The future effective date of the merger, which shall be a date or time certain not later than the ninetieth day after the date it is filed, if it is not to be effective upon the filing of the certificate of merger; and
(f) The plan of merger.
Sources: Laws, 2000, ch. 469, § 46, eff from and after July 1, 2000.
After a plan of merger has been adopted and approved as required by the Mississippi Limited Liability Company Act, a certificate of merger shall be executed on behalf of each party to the merger by any manager, if management of the limited liability company is vested in one or more managers, or by a member if management of the limited liability company is reserved to the members. The certificate shall set forth:
(a) The names of the parties to the merger and the date on which the merger occurred or is to be effective;
(b) If the organizational documents of the survivor of a merger are amended, or if a new entity is created as a result of a merger, the amendments to the organizational documents of the survivor or the organizational documents of the new entity;
(c) A statement that the plan was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by the Mississippi Limited Liability Company Act and the certificate of formation and limited liability company agreement;
(d) As to each entity that was a party to the merger, a statement that the plan and the performance of its terms were duly authorized by all action required by the laws under which the entity is organized, or by which it is governed, and by its organizational documents;
(e) The future effective date of the merger, which shall be a date or time certain not later than the ninetieth day after the date it is filed, if it is not to be effective upon the filing of the certificate of merger; and
(f) The plan of merger.
Sources: Laws, 2000, ch. 469, § 46, eff from and after July 1, 2000.
