LD 1539
pg. 46
Page 45 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 47 of 101
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LR 1942
Item 1

 
3. Merger not contemplated in organic law. If the organic law of
a domestic unincorporated eligible entity does not provide
procedures for the approval of a merger, a plan of merger may be
adopted and approved, the merger effectuated, and appraisal rights
exercised in accordance with the procedures in this chapter and
chapter 13. For the purposes of applying this chapter and chapter
13:

 
A. The unincorporated eligible entity, its members or
interest holders, eligible interests and organic documents
taken together are deemed to be a domestic business
corporation, shareholders, shares and articles of
incorporation, respectively and vice versa as the context
may require; and

 
B. If the business and affairs of the unincorporated
eligible entity are managed by a group of persons that is
not identical to the members or interest holders, that group
is deemed to be the board of directors.

 
4. Plan of merger. A plan of merger must include:

 
A. The name of each domestic or foreign business or
nonprofit corporation or unincorporated eligible entity that
will merge and the name of the corporation or unincorporated
eligible entity that will be the survivor of the merger;

 
B. The terms and conditions of the merger;

 
C. The manner and basis of converting the shares of each
merging domestic or foreign business corporation,
memberships of each domestic or foreign nonprofit
corporation and eligible interests of each merging domestic
or foreign unincorporated eligible entity into shares or
other securities, memberships, eligible interests,
obligations, rights to acquire shares, or other securities
or interest eligible interests, cash or other property or
any combination thereof;

 
D. The articles of incorporation of any domestic or foreign
business or nonprofit corporation or the organic documents
of any domestic or foreign unincorporated entity to be
created by the merger or, if a new domestic or foreign
business or nonprofit corporation or unincorporated entity
is not to be created by the merger, any amendments to the
survivor's articles of incorporation or organic documents;
and


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