§ 1003 — Certificate of merger or consolidation; contents

New York § 1003

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 10: Mergers

Text

§ 1003. Certificate of merger or consolidation; contents. (a) After\napproval of the agreement of merger or consolidation by each domestic\nlimited liability company or other business entity merging or\nconsolidating under this article, unless the merger or consolidation is\nterminated in accordance with subdivision (d) of section ten hundred two\nof this article, paragraph (b) of section nine hundred three of the\nbusiness corporation law, or other applicable statute, and the surviving\nor resulting entity is a limited liability company, foreign limited\nliability company or other business entity for which the laws of this\nstate do not provide for the filing of a certificate of merger or\nconsolidation with the department of state, a certificate of merger or\nconsolidation, entitled "Certificate of merger (or consolidation) of\n.... and .... into .... (names of domestic limited liability companies\nor other business entities) under section one thousand three of the\nLimited Liability Company Law," shall be signed on behalf of each\ndomestic limited liability company and other business entity and\ndelivered to the department of state. The certificate of merger or\nconsolidation shall set forth:\n (1) the name and jurisdiction of formation or organization of each of\nthe domestic limited liability companies or other business entities that\nare to merge or consolidate, and if the name of any of them has been\nchanged, the name under which it was formed;\n (2) for each domestic limited liability company and domestic other\nbusiness entity that is to merge or consolidate, the date when its\ninitial articles of organization or formation document, if any, were\nfiled with the department of state;\n (3) that an agreement of merger or consolidation has been approved and\nexecuted by each of the domestic limited liability companies or other\nbusiness entities that are to merge or consolidate;\n (4) the name of the surviving or resulting limited liability company,\nforeign limited liability company or other business entity;\n (5) the future effective date (which shall be a date certain) of the\nmerger or consolidation in accordance with subdivision (b) of this\nsection, if it is not to be effective upon the filing of the certificate\nof merger or consolidation;\n (6) if a domestic limited liability company is the surviving limited\nliability company, such changes in its articles of organization as shall\nbe necessary by reason of the merger;\n (7) if a domestic limited liability company is the resulting limited\nliability company in a consolidation, the matters required to be set\nforth under subdivision (e) of section two hundred three of this\nchapter;\n (8) if a constituent entity is a foreign limited liability company or\nforeign other business entity, the jurisdiction and date of filing of\nits initial articles of organization or formation document, if any, and\nthe date when its application for authority was filed by the department\nof state or if no such application has been filed, a statement to such\neffect and (if the constituent foreign limited liability company is the\nsurviving entity) that it is not to do business in this state until an\napplication for such authority shall have been filed with the department\nof state;\n (9) if the surviving or resulting entity is a foreign limited\nliability company or other business entity, an agreement that the\nforeign limited liability company or other business entity may be served\nwith process in this state in any action or special proceeding for the\nenforcement of any liability or obligation of any domestic limited\nliability company, domestic business corporation or domestic other\nbusiness entity previously amenable to suit in this state that is to\nmerge or consolidate, and for the enforcement as provided in this\nchapter, of the right of members of any domestic limited liability\ncompany, shareholders of any domestic business corporation or owners of\nany domestic other business entity to receive payment for their\ninterests against the surviving or consolidated foreign limited\nliability company;\n (10) if the surviving or resulting entity is a foreign limited\nliability company or other business entity, an agreement that, subject\nto the provisions of section six hundred twenty-three of the business\ncorporation law, section one thousand five of this article, or any\napplicable statute, the surviving or resulting foreign limited liability\ncompany or other business entity will promptly pay to the shareholders\nof each constituent domestic business corporation, the members of each\ndomestic limited liability company or owners of any constituent other\nbusiness entity the amount, if any, to which they shall be entitled\nunder the provisions of the business corporation law, any applicable\nstatute and this chapter relating to the right of shareholders, members\nand owners to receive payment for their interests;\n (11) a designation of the secretary of state as its agent upon whom\nprocess against it may be served in the manner set forth in article\nthree of this chapter in any action or special proceeding, and a post\noffice address, within or without this state, to which the secretary of\nstate shall mail a copy of any process served upon him or her. The\nlimited liability company may include an email address to which the\nsecretary of state shall email a notice of the fact that process against\nit has been electronically served upon him or her. Such post office\naddress or email address shall supersede any prior address designated as\nthe address to which process shall be mailed or a notice emailed;\n (12) for each foreign limited liability company and foreign other\nbusiness entity, a statement that such merger or consolidation is\npermitted by the jurisdiction of organization or formation and is in\ncompliance therewith;\n (13) that the agreement of merger or consolidation is on file at a\nplace of business of the surviving or resulting limited liability\ncompany or other business entity and shall state the address thereof;\nand\n (14) that a copy of the agreement of merger or consolidation will be\nfurnished by the surviving or resulting limited liability company or\nother business entity on request and without cost, to any member of any\ndomestic limited liability company or any person holding an interest in\nany other business entity that is to merge or consolidate.\n (b) The merger or consolidation shall be effective upon the filing by\nthe department of state of the certificate, or at such later date not\nmore than thirty days after the date of such filing as the certificate\nfiled may provide.\n (c) The surviving or resulting limited liability company or other\nbusiness entity shall thereafter cause a copy of such certificate,\ncertified by the department of state, to be filed in the office of the\nclerk of each county in which each office of a constituent corporation\nis located, and in the office of the official who is the recording\nofficer of each county in this state in which real property of a\nconstituent corporation is situated.\n