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This entry was published on 2021-04-23
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SECTION 1003
Certificate of merger or consolidation; contents
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 10
§ 1003. Certificate of merger or consolidation; contents. (a) After
approval of the agreement of merger or consolidation by each domestic
limited liability company or other business entity merging or
consolidating under this article, unless the merger or consolidation is
terminated in accordance with subdivision (d) of section ten hundred two
of this article, paragraph (b) of section nine hundred three of the
business corporation law, or other applicable statute, and the surviving
or resulting entity is a limited liability company, foreign limited
liability company or other business entity for which the laws of this
state do not provide for the filing of a certificate of merger or
consolidation with the department of state, a certificate of merger or
consolidation, entitled "Certificate of merger (or consolidation) of
..... and .... into .... (names of domestic limited liability companies
or other business entities) under section one thousand three of the
Limited Liability Company Law," shall be signed on behalf of each
domestic limited liability company and other business entity and
delivered to the department of state. The certificate of merger or
consolidation shall set forth:

(1) the name and jurisdiction of formation or organization of each of
the domestic limited liability companies or other business entities that
are to merge or consolidate, and if the name of any of them has been
changed, the name under which it was formed;

(2) for each domestic limited liability company and domestic other
business entity that is to merge or consolidate, the date when its
initial articles of organization or formation document, if any, were
filed with the department of state;

(3) that an agreement of merger or consolidation has been approved and
executed by each of the domestic limited liability companies or other
business entities that are to merge or consolidate;

(4) the name of the surviving or resulting limited liability company,
foreign limited liability company or other business entity;

(5) the future effective date (which shall be a date certain) of the
merger or consolidation in accordance with subdivision (b) of this
section, if it is not to be effective upon the filing of the certificate
of merger or consolidation;

(6) if a domestic limited liability company is the surviving limited
liability company, such changes in its articles of organization as shall
be necessary by reason of the merger;

(7) if a domestic limited liability company is the resulting limited
liability company in a consolidation, the matters required to be set
forth under subdivision (e) of section two hundred three of this
chapter;

(8) if a constituent entity is a foreign limited liability company or
foreign other business entity, the jurisdiction and date of filing of
its initial articles of organization or formation document, if any, and
the date when its application for authority was filed by the department
of state or if no such application has been filed, a statement to such
effect and (if the constituent foreign limited liability company is the
surviving entity) that it is not to do business in this state until an
application for such authority shall have been filed with the department
of state;

(9) if the surviving or resulting entity is a foreign limited
liability company or other business entity, an agreement that the
foreign limited liability company or other business entity may be served
with process in this state in any action or special proceeding for the
enforcement of any liability or obligation of any domestic limited
liability company, domestic business corporation or domestic other
business entity previously amenable to suit in this state that is to
merge or consolidate, and for the enforcement as provided in this
chapter, of the right of members of any domestic limited liability
company, shareholders of any domestic business corporation or owners of
any domestic other business entity to receive payment for their
interests against the surviving or consolidated foreign limited
liability company;

(10) if the surviving or resulting entity is a foreign limited
liability company or other business entity, an agreement that, subject
to the provisions of section six hundred twenty-three of the business
corporation law, section one thousand five of this article, or any
applicable statute, the surviving or resulting foreign limited liability
company or other business entity will promptly pay to the shareholders
of each constituent domestic business corporation, the members of each
domestic limited liability company or owners of any constituent other
business entity the amount, if any, to which they shall be entitled
under the provisions of the business corporation law, any applicable
statute and this chapter relating to the right of shareholders, members
and owners to receive payment for their interests;

* (11) a designation of the secretary of state as its agent upon whom
process against it may be served in the manner set forth in article
three of this chapter in any action or special proceeding, and a post
office address, within or without this state, to which the secretary of
state shall mail a copy of any process served upon him or her. Such post
office address shall supersede any prior address designated as the
address to which process shall be mailed;

* NB Effective until January 1, 2023

* (11) a designation of the secretary of state as its agent upon whom
process against it may be served in the manner set forth in article
three of this chapter in any action or special proceeding, and a post
office address, within or without this state, to which the secretary of
state shall mail a copy of any process served upon him or her. The
limited liability company may include an email address to which the
secretary of state shall email a notice of the fact that process against
it has been electronically served upon him or her. Such post office
address or email address shall supersede any prior address designated as
the address to which process shall be mailed or a notice emailed;

* NB Effective January 1, 2023

(12) for each foreign limited liability company and foreign other
business entity, a statement that such merger or consolidation is
permitted by the jurisdiction of organization or formation and is in
compliance therewith;

(13) that the agreement of merger or consolidation is on file at a
place of business of the surviving or resulting limited liability
company or other business entity and shall state the address thereof;
and

(14) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or resulting limited liability company or
other business entity on request and without cost, to any member of any
domestic limited liability company or any person holding an interest in
any other business entity that is to merge or consolidate.

(b) The merger or consolidation shall be effective upon the filing by
the department of state of the certificate, or at such later date not
more than thirty days after the date of such filing as the certificate
filed may provide.

(c) The surviving or resulting limited liability company or other
business entity shall thereafter cause a copy of such certificate,
certified by the department of state, to be filed in the office of the
clerk of each county in which each office of a constituent corporation
is located, and in the office of the official who is the recording
officer of each county in this state in which real property of a
constituent corporation is situated.