347.128. Agreement of merger or consolidation.

262 words·~1 min read·/mo/chapter-347/347-128

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

347.128. Agreement of merger or consolidation. — Each limited liability company party to a merger or consolidation as described in subsection 1 of section 347.121 shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set forth:

(1)The name and state or country of organization of each of the limited liability companies party to the merger or consolidation and the name of the surviving limited liability company into which each other limited liability company proposes to merge or the new limited liability company into which each of the limited liability companies propose to consolidate;

(2)The terms and conditions of the merger or consolidation;

(3)The manner and basis of converting the interests in each limited liability company party to the merger or consolidation into interests of the surviving or new limited liability company or of any other person, or, in whole or in part, into cash or other property;

(4)In the case of a merger, such amendments to the organizational documents of the surviving limited liability company, as are desired to be effected by the merger, or a statement that no such amendments are desired;

(5)In the case of a consolidation, all statements required to be set forth in the articles of organization of the new limited liability company; and

(6)Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable by the parties to the merger or consolidation.

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(L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)