Sec. 1. 13-A MRSA §§911 to 913 are enacted to read:

§911.__Merger or consolidation of corporation with other

business entities

1.__Definitions. "Other business entity" or "other business entities" for purposes of this section means domestic or foreign limited liability companies, limited partnerships and general partnerships authorized by applicable statutes to merge or consolidate with a corporation.

2.__Merger or consolidation with other business entities.__ Pursuant to a plan of merger or consolidation that complies with and is approved in accordance with this section, any one or more corporations may merge or consolidate with or into one or more other business entities, with the corporation or the other business entity as the agreement provides being the surviving or resulting corporation or other business entity.

3.__Agreement or plan of merger.__A corporation and other business entity that is merging or consolidating pursuant to subsection 2 shall enter into a written agreement or plan of merger or consolidation.__The agreement or plan must state:

A.__The names and current jurisdictions of the participating corporations or other business entities and the name and jurisdiction of the surviving or resulting corporation or other business entity into which they propose to merge or consolidate;

B.__The terms and conditions of the merger or consolidation;

C.__The mode of carrying the merger or consolidation into effect;

D.__The manner of converting the shares of stock of each corporation and the limited liability company or partnership interests of each other business entity into shares, limited liability company or partnership interests, or other ownership interests of the entity surviving or resulting from the merger or consolidation.__If any shares of any corporation or any limited liability company or partnership interests of any other business entity are not to be converted solely into shares, limited liability company or partnership interests or other securities of the entity surviving or resulting from the merger or consolidation, the agreement or plan must state the cash, property, rights or securities of any corporation or other business entity that