Sec. 29. 31 MRSA §744, sub-§§4 and 5, as enacted by PL 1993, c. 718, Pt. A, §1, are amended to read:

4. Certificate of cancellation of domestic limited liability company. The certificate of merger or consolidation acts as a certificate of cancellation for a domestic limited liability company or other business entity that is not the surviving or resulting business entity in the merger or consolidation.

5. Operating agreement of surviving limited liability company. An A written agreement of merger or consolidation approved in accordance with section 742 may effect an amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the surviving or resulting limited liability company in the merger or consolidation. An approved written plan of merger or consolidation may also provide that the operating agreement of any constituent limited liability company to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the surviving limited liability company. An amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection is effective at the effective time or and date of the merger or consolidation. This subsection may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection, by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of a constituent limited liability company to the merger or consolidation including a limited liability company formed for the purpose of consummating a merger or consolidation, must be the operating agreement of the surviving or resulting limited liability company.

Sec. 30. 31 MRSA §745, as enacted by PL 1993, c. 718, Pt. A, §1, is amended to read:

§745. Effects of merger or consolidation

A merger or consolidation has the following effects.

1. Single entity. The limited liability companies or other business entities that are parties to the merger or consolidation agreement become a single entity, which in the case of a merger