Wyoming § 17-29-1002 Merger

Wyoming Statutes

§ 17-29-1002 — Merger

Wyoming·Title 17 Corporations, Partnerships and Associations·Ch. 29 WYOMING LIMITED LIABILITY COMPANY ACT·Art. 10 MERGER, CONVERSION, CONTINUANCE, TRANSFER AND

(a)A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:

(i)The governing statute of each of the other organizations authorizes the merger;

(ii)The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes;

(iii)Each of the other organizations complies with its governing statute in effecting the merger; and

(iv)No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable.

(b)A

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(a) A limited liability company may merge with one (1) or
more other constituent organizations pursuant to this section,
W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:
(i) The governing statute of each of the other
organizations authorizes the merger;
(ii) The merger is not expressly prohibited by the
law of a jurisdiction that enacted any of the governing
statutes;
(iii) Each of the other organizations complies with
its governing statute in effecting the merger; and
(iv) No member of a domestic limited liability
company that is a party to the merger will, as a result of the
merger, become personally liable for the liabilities or
obligations of any other person or entity unless that member
approves the plan of merger and otherwise consents to becoming
personally liable.
(b) A plan of merger shall be in a record and shall
include:
(i) The name and form of each constituent
organization;
(ii) 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;
(iii) 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 or other consideration;
(iv) 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
(v) 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.