§ 21-171 — Merger

(RULLCA 1002) (a) A limited liability company
may merge with one or more other constituent organizations pursuant to this
section, sections 21-172 to 21-174 , and a plan of merger, if:
(1) the governing statute
of each of the other organizations authorizes the merger;
(2) the merger is not
prohibited by the law of a jurisdiction that enacted any of the governing
statutes; and
(3)
each of the other organizations complies with its governing statute in effecting
the merger.
(b)
A plan of merger must be in a record and must include:
(1) the name and form
of each constituent organization;
(2) the name and form of the surviving organization
and, if the surviving organization is to be created by the merger, a statement
to that effect;
(3)
the terms and conditions of the merger, including the manner and basis for
converting the interests in each constituent organization into any combination
of money, interests in the surviving organization, and other consideration;
(4) if the surviving
organization is to be created by the merger, the surviving organization's
organizational documents that are proposed to be in a record; and
(5) if the surviving
organization is not to be created by the merger, any amendments to be made
by the merger to the surviving organization's organizational documents that
are, or are proposed to be, in a record.

Legislative History

Source: Laws 2010, LB888, § 71.