16-1a-706. Statement of merger -- Effective date of merger.

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

Effective 10/1/2026

(1)Each merging entity shall sign a statement of merger and deliver the statement of merger to the division for filing.

(2)A statement of merger shall contain:

(a)the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

(b)the name, jurisdiction of formation, and type of entity of the surviving entity;

(c)if the statement of merger is not effective on the day on which each merging entity files the statement of merger, the date and time on which the statement of merger will become effective, which shall be no later than 90 days after the day on which each merging entity files the statement of merger;

(d)a statement that any domestic merging entity that is a party to the merger approves the merger in accordance with this part;

(e)a statement that any foreign merging entity that is a party to the merger approves the merger in accordance with the law of the foreign merging entity's jurisdiction of formation;

(f)if the surviving entity exists before the merger and is a domestic filing entity, any amendment to the surviving filing entity's public organic record the parties to the merger approve as part of the plan of merger;

(g)if the surviving entity is created by the merger and is a domestic filing entity, the domestic filing entity's public organic record;

(h)if the surviving entity is created by the merger and is a domestic limited liability partnership, the surviving entity's statement of qualification; and

(i)if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division.

(3)In addition to the requirements described in Subsection

(2), a statement of merger may contain any other provision not prohibited by law.

(a)Except as provided in Subsection (4)(b) , if the surviving entity is a domestic entity, the surviving entity's public record, if any exists, shall satisfy the requirements of the law of this state.

(b)A surviving entity that is a domestic entity:

(i)is not required to sign the surviving entity's public organic record; and

(ii)may omit any provision that the surviving entity is not required to include in a restatement of the public organic record.

(a)A party to a merger may deliver a plan of merger that each merging entity signs and that meets all the requirements described in Subsection

(2)to the division for filing instead of a statement of merger.

(b)A party delivering a plan of merger in accordance with Subsection (5)(a) has the same effect as filing a statement of merger.

(c)If a party files a plan of merger in accordance with Subsection (5)(a) , for purposes of complying with this part, the plan of merger shall serve as the statement of merger.

(6)A statement of merger is effective on:

(a)the day and time on which a person files the statement of merger with the division; or

(b)a date and time specified in the statement of merger that is later than the day and time on which the person files the statement of merger.

(7)If the surviving entity is a domestic entity, a merger becomes effective on the day and time on which the statement of merger is effective.

(8)If the surviving entity is a foreign entity, a merger takes effect on the later of:

(a)the day and time provided in the organic law of the surviving entity; or

(b)the day and time on which the statement is effective.

Enacted by Chapter 93 , 2026 General Session