§ 47-14A-65 — Certificate of merger or consolidation to be filed with secretary--Contents.

If a business trust is merging or consolidating, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the Office of the Secretary of State. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the business trust or other business entities which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which is to merge or consolidate; (3) The name of the surviving or resulting business trust or other business entity; (4) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (5) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity, and shall state the address thereof; (6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity, on request and without cost, to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of South Dakota, a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit, or proceeding for the enforcement of any obligation of any business trust which is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit, or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service upon the secretary of state, the plaintiff in any such action, suit, or proceeding shall furnish the secretary of state with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity thereof at all such addresses furnished by the plaintiff by letter, certified mail, return receipt requested. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. The plaintiff shall, in the event of such service, serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this section, and to pay the secretary of state the sum of fifty dollars for use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff prevails therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceedings in which process has been served upon the secretary, the return date thereof, and the day and hour when the service was made. The secretary of state need not retain such information for a period longer than five years from the secretary's receipt of the service of process.

Legislative History

SL 2001, ch 245, § 65.