State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-1072

§ 59‑1072.  Articles ofmerger.

(a)        After a plan ofmerger has been approved by each merging domestic limited partnership and eachother merging business entity as provided in G.S. 59‑1071, the survivingbusiness entity shall deliver articles of merger to the Secretary of State forfiling. The articles of merger shall set forth:

(1)        Repealed by SessionLaws 2005‑268, s. 59, effective October 1, 2005.

(2)        For each mergingbusiness entity, its name, type of business entity, and the state or countrywhose laws govern its organization and internal affairs.

(3)        The name of themerging business entity that will survive the merger and, if the survivingbusiness entity is not authorized to transact business or conduct affairs inthis State, a designation of its mailing address and a commitment to file withthe Secretary of State a statement of any subsequent change in its mailingaddress.

(3a)      If the survivingbusiness entity is a domestic limited partnership, any amendment to itscertificate of limited partnership as provided in the plan of merger.

(4)        A statement that theplan of merger has been approved by each merging business entity in the mannerrequired by law.

(5)        Repealed by SessionLaws 2005‑268, s. 59, effective October 1, 2005.

If the plan of merger is amendedafter the articles of merger have been filed but before the articles of mergerbecome effective, and any statement in the articles of merger becomes incorrectas a result of the amendment, the surviving business entity promptly shalldeliver to the Secretary of State for filing prior to the time the articles ofmerger become effective an amendment to the articles of merger correcting theincorrect statement. If the articles of merger are abandoned after the articlesof merger are filed but before the articles of merger become effective, thesurviving business entity shall deliver to the Secretary of State for filingprior to the time the articles of merger become effective an amendmentreflecting abandonment of the plan of merger.

(b)        A merger takes effectwhen the articles of merger become effective.

(c)        Certificates ofmerger shall also be registered as provided in G.S. 47‑18.1. (1999‑369, s. 4.8; 2001‑387,ss. 143, 146; 2001‑487, s. 62(cc); 2005‑268, s. 59.)