Sec. 37-20. Merger of entities.

226 words·~1 min read·/il/chapter-805/act-180/37-20

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A limited liability company may merge with one or more other constituent organizations pursuant to this Section, Sections 37-21 through 37-30, and a plan of merger, if:

(1)the governing statute of each of the other organizations authorizes the merger;

(2)the merger is not prohibited by the law of a jurisdiction that enacted any of the

governing statutes; and

(3)each of the other organizations complies with its governing statute in effecting

the merger.

(b)A plan of merger must be in a record and must include:

(1)the name and form of each constituent organization;

(2)the name and form of the surviving organization and, if the surviving organization

is to be created by the merger, a statement to that effect;

(3)the terms and conditions of the merger, including the manner and basis for

converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;

(4)if the surviving organization is to be created by the merger, the surviving

organization's organizational documents that are proposed to be in a record; and

(5)if the surviving organization is not to be created by the merger, any amendments to

be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.