LD 2290
pg. 13
Page 12 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 14 of 31
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LR 3693
Item 1

 
cost to a person holding an interest in a limited partnership
or other business entity that is to merge or consolidate;

 
G.__If the surviving or resulting limited partnership or
other business entity is not organized under the laws of
this State, a statement that the surviving or resulting
limited partnership or other business entity:

 
(1)__Agrees that it may be served with process in this
State in a proceeding for enforcement of an obligation
of a party to the merger or consolidation that was
organized under the laws of this State, as well as for
enforcement of an obligation of the surviving or
resulting limited partnership or other business entity
arising from the merger or consolidation; and

 
(2)__Appoints the Secretary of State as its agent for
service of process in any proceeding and the surviving
or resulting limited partnership or other business
entity shall specify the address to which a copy of the
process must be mailed by the Secretary of State;

 
H.__If shareholder approval of any corporation party to the
merger or consolidation was not required, a statement to
that effect;

 
I.__If approval of the shareholders of one or more
corporations party to the merger or consolidation was
required:

 
(1)__The designation, number of outstanding shares and
number of votes entitled to be cast by each voting
group entitled to vote separately on the plan as to
each corporation; and

 
(2)__Either the total number of votes cast for and
against the plan by each voting group entitled to vote
separately on the plan or the total number of
undisputed votes cast for the plan separately by each
voting group and a statement that the number cast for
the plan by each voting group was sufficient for
approval by that voting group;

 
J.__In the case of a merger, a statement of any changes in or a
restatement of the organizing documents of the surviving business
entity; a statement that the organizing documents of the
surviving business entity remain unchanged; or in the case of a
consolidation, with respect to the resulting business entity, all
of the statements required to


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