§ 57D-9-42. Articles of merger.

421 words·~2 min read·/nc/chapter-57d/57d-9-42

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

(a)After a plan of merger has been approved by each merging entity as provided in G.S. 57D-9-41, the surviving entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall state the following:

(1)The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of each merging entity immediately before the merger.

(2)The name of the surviving entity.

(3)The mailing address of each merging entity immediately before the merger and the mailing address the surviving entity will have when the merger becomes effective.

(4)If the surviving entity is an LLC, any amendment to its articles of organization as provided in the plan of merger.

(5)A statement that the plan of merger has been approved by each merging entity in the manner required by law.

(6)If the surviving entity is not authorized to transact business in this State, a statement that the surviving entity

(i)consents to service of process in any proceeding based on any cause of action arising in respect of a merging LLC being made on the surviving entity by service on the Secretary of State and

(ii)commits to deliver to the Secretary of State for filing a statement of any change in the surviving entity's mailing address to which the Secretary of State may mail a copy of process served on the Secretary of State.

(b)If the plan of merger is amended after the articles of merger have been filed, but before the articles of merger become effective, and any statement in the articles of merger becomes incorrect as a result of the amendment, the surviving entity shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger correcting the incorrect statement. If the articles of merger are abandoned after the articles of merger are filed but before the articles of merger become effective, the surviving entity shall deliver to the Secretary of State for filing prior to the time the articles of merger become effective an amendment to the articles of merger stating that they have been abandoned.

(c)A merger takes effect when the articles of merger become effective, which in the case of a merging LLC is when the articles of merger filed by the Secretary of State become effective.

(d)Certificates of merger must be registered as provided in G.S. 47-18.1. (2013-157, s. 2.)