Sec. 37-25. Articles of merger.

385 words·~2 min read·/il/chapter-805/act-180/37-25

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

(a)After each constituent organization has approved a merger, articles of merger must be signed on behalf of:

(1)each constituent limited liability company as provided in Section 5-45; and

(2)each other constituent organization, as provided in its governing statute.

(b)Articles of merger under this Section must include:

(1)the name and form of each constituent organization and the jurisdiction of its

governing statute;

(2)the name and form of the surviving organization, the jurisdiction of its governing

statute and, if the surviving organization is created by the merger, a statement to that effect;

(3)the date merger is effective under the governing statute of the surviving

organization;

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

(A)if it will be a limited liability company, the company's articles of

organization; or

(B)if it will be an organization other than a limited liability company, the

organizational document that creates the organization that is in a public record;

(5)if the surviving organization preexists the merger, any amendments provided for in

the plan of merger for the organizational document that created the organization that are in a public record;

(6)a statement as to each constituent organization that the merger was approved as

required by the organization's governing statute;

(7)if the surviving organization is a foreign organization not authorized to transact

business in this State, the street and mailing addresses of an office the Secretary of State may use for the purposes of subsection

(b)of Section 37-30; and

(8)any additional information required by the governing statute of any constituent

organization.

(c)Each constituent limited liability company shall deliver the articles of merger for filing to the Secretary of State, together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization.

(d)A merger becomes effective:

(1)if the surviving organization is a limited liability company, upon the later of:

(A)the filing of the articles of merger with the Secretary of State; or

(B)subject to Section 5-40, as specified in the articles of merger; or

(2)if the surviving organization is not a limited liability company, as provided by

the governing statute of the surviving organization.