(a) After each merging limited liability company has approved a merger, a certificate of merger must be signed on behalf of each merging limited liability company, as provided in subsection (a) of section 34-247b.

(b) A certificate of merger under this section must include:

(1) The name of each merging limited liability company and its governing jurisdiction;

(2) The name of the surviving limited liability company, its governing jurisdiction, and, if the surviving limited liability company is created by the merger, a statement to that effect;

(3) The date the merger is effective under the organic law of the surviving limited liability company;

(4) If the surviving limited liability company is to be created by the merger and is a limited liability company, the surviving limited liability company’s certificate of organization, as an attachment;

(5) If the surviving limited liability company preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the surviving limited liability company that are in a public record;

(6) A statement as to each merging limited liability company that the merger was approved as required by the merging limited liability company’s organic law;

(7) If the surviving limited liability company is a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the Secretary of the State may use for the purposes of subsection (b) of section 34-279k;

(8) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective; and

(9) Any additional information required by the organic law of any merging limited liability company.

(c) In addition to the requirements of subsection (b) of this section, the certificate of merger may contain any other provision not prohibited by law.

(d) The surviving limited liability company shall deliver the certificate of merger for filing in the office of the Secretary of the State.

(e) A merger becomes effective when the certificate of merger is effective under section 34-247f.

(P.A. 16-97, S. 90; P.A. 17-108, S. 42.)

History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (d) by replacing “each merging limited liability company” with “the surviving limited liability company”, effective July 1, 2017.