LD 2290
pg. 22
Page 21 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 23 of 31
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LR 3693
Item 1

 
1. Written plan. Each constituent limited liability company or
other business entity that is a party to the merger or
consolidation shall enter into a written plan of merger or
consolidation, which that must be approved in accordance with
section 742.

 
2. Plan requirements. The plan of merger or consolidation
must set forth:

 
A. The name and current jurisdiction of each limited
liability company or other business entity that is a party
to the merger or consolidation and the name and jurisdiction
of the surviving limited liability company into which each
other party proposes to merge or the new limited liability
company into which each party proposes to consolidate or
resulting business entity into which each limited liability
company or other business entity merges or consolidates;

 
B. The terms and conditions of the proposed merger or
consolidation and the mode of carrying the merger or
consolidation into effect;

 
C. The manner and basis of converting the interests in each
limited liability company or the shares of stock or other
interests in each other business entity that is a party to
the merger or consolidation into interests, shares, or other
securities or obligations, as the case may be, of the
surviving or new resulting limited liability company or
other business entity or, in whole or in part, into cash or
other property;

 
D. In the case of a merger, such amendments to the articles
of the surviving limited liability company as desired to be
effected by the merger or that those amendments are not
desired;

 
D-1.__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
be set forth in the organizing documents for that type of
business entity; and

 
E. In the case of a consolidation, all of the statements
required to be set forth in the articles of organization of
the new limited liability company; and


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