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10A-8A-9.08
Section 10A-8A-9.08 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and (2)
each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
numbers or other designations as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the jurisdiction...
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10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION
WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS
NOT IN THE CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the
plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited
partnership, as provided in Section 10A-9A-2.03(a); and (2) each other constituent
organization, as provided by its governing statute. (b) A statement of merger under this section
must include: (1) the name, type of organization, and mailing address of the principal office
of each constituent organization, the jurisdiction of the governing statute of each constituent
organization, and the respective unique identifying numbers or other designations as assigned
by the Secretary of State, if any, of each constituent organization; (2) the name, type of
organization, and mailing address of the principal office of the surviving...
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10A-5A-10.08
Section 10A-5A-10.08 Effect of merger. (a) When a merger becomes effective: (1) the
surviving organization continues or, in the case of a surviving organization created pursuant
to the merger, comes into existence; (2) each constituent organization that merges into the
surviving organization ceases to exist as a separate entity; (3) except as provided in the
plan of merger, all property owned by, and every contract right possessed by, each constituent
organization, or series thereof, that ceases to exist vests in the surviving organization
without transfer, reversion, or impairment and the title to any property and contract rights
vested by deed or otherwise in the surviving organization shall not revert, be in any way
impaired, or be deemed to be a transfer by reason of the merger; (4) all debts, obligations,
and other liabilities of each constituent organization, or series thereof, other than the
surviving organization, are debts, obligations, and other liabilities of the surviving...
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10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization
that ceases to exist vests in the surviving organization without transfer, reversion, or impairment
and the title to any property and contract rights vested by deed or otherwise in the surviving
organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason
of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a)
A domestic or foreign parent entity that owns stock of a corporation which carries at least
90 percent of the voting power of each class and series of the outstanding stock of that subsidiary
corporation that has voting power may (i) merge that subsidiary corporation into itself (if
it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary
corporation into another corporation, foreign corporation, or eligible entity in which the
parent entity owns at least 90 percent of the voting power of each class and series of the
outstanding stock or eligible interests which have voting power, or (iii) merge itself (if
it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation,
in any case without the approval of the board of directors or stockholders of that subsidiary
corporation, unless the certificate of incorporation or organizational...
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10A-9A-10.09
Section 10A-9A-10.09 Effect of merger. THIS SECTION WAS AMENDED BY ACT 2019-94
IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) When a merger becomes effective: (1) the surviving organization continues or, in the case
of a surviving organization created pursuant to the merger, comes into existence; (2) each
constituent organization that merges into the surviving organization ceases to exist as a
separate entity; (3) except as provided in the plan of merger all property owned by, and every
contract right possessed by, each constituent organization that ceases to exist vests in the
surviving organization without transfer, reversion, or impairment and the title to any property
and contract rights vested by deed or otherwise in the surviving organization shall not revert,
be in any way impaired, or be deemed to be a transfer by reason of the merger; (4) all debts,
obligations, and other liabilities of each constituent organization,...
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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
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