LD 2290
pg. 3
Page 2 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 4 of 31
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LR 3693
Item 1

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

 
F.__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 written
agreement or plan of merger or consolidation as to each
corporation; and

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

 
G.__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;

 
H.__If the surviving entity is not a corporation, that the
executed agreement or plan of merger or consolidation is on
file at the principal place of business of the surviving
business entity and the address of the entity and that a
copy of the agreement or plan of merger or consolidation
must be furnished by the surviving entity, on request and
without cost, to any shareholder of any constituent
corporation, any member of any constituent limited liability
company or any partner of a constituent partnership; and

 
I.__The date when the merger or consolidation is to take
effect, not to exceed 60 days subsequent to the filing date
of the articles of merger or consolidation.

 
6.__Effective date.__A merger or consolidation under this
section takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set
forth in the articles of merger or consolidation.


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