Arizona Laws 29-2205. Statement of merger; effective date
A. A statement of merger must be signed on behalf of each merging entity. The statement of merger must be delivered for filing:
Terms Used In Arizona Laws 29-2205
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Appropriate filing authority: means :
(a) With respect to corporations, business trusts and limited liability companies, the commission. See Arizona Laws 29-2102
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
- Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of organization: means the jurisdiction whose law includes the governing statute of the entity. See Arizona Laws 29-2102
- Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
- Merging entity: means an entity that is a party to a merger and that exists immediately before the merger becomes effective. See Arizona Laws 29-2102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
- Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
- Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority. See Arizona Laws 29-2102
- Service of process: The service of writs or summonses to the appropriate party.
- Sign: means to do either of the following with present intent to authenticate or adopt a record:
(a) Execute or adopt a tangible symbol. See Arizona Laws 29-2102
- Surviving entity: means the entity that continues in existence after, or that is organized as a result of, a merger. See Arizona Laws 29-2102
- Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102
1. In the case of a domestic surviving entity created by the merger, with the appropriate filing authority, if any, for the domestic surviving entity and, if there is a different filing authority for any domestic merging entity, with the different filing authority.
2. For a domestic merging entity, with the appropriate filing authority, if any, and if there is a different filing authority for any other domestic merging entity, with the different filing authority.
B. A statement of merger must contain each of the following, if applicable:
1. The name, jurisdiction of organization and type of each merging entity that is not the surviving entity.
2. The name, jurisdiction of organization and type of the surviving entity.
3. If the surviving entity is a domestic filing entity or is a qualified foreign entity, both of the following:
(a) The street address of the surviving entity’s known place of business in this state or, if the surviving entity is a domestic limited partnership, the street address of its office in this state.
(b) The name and street address of the surviving entity’s agent for service of process in this state. If a new statutory agent is being appointed, the statutory agent must sign a statement accepting the appointment, which must be attached to the statement of merger.
4. With respect to the effective date and time of the merger:
(a) If the surviving entity or at least one merging entity is a domestic filing entity and if the statement of merger is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which shall not be more than ninety days after the date of its delivery to the appropriate filing authority.
(b) If neither the surviving entity nor any merging entity is a domestic filing entity and if the statement of merger is not to be effective on the signing of the statement of merger, the later date and time on which it will become effective.
5. A statement that the merger was approved by each domestic merging entity, if any, in accordance with this article and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization.
6. If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organizational document approved as part of the plan of merger, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
7. If the surviving entity is created by the merger and is a domestic filing entity, its public organizational document, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
8. If the surviving entity is a foreign entity that is required to be a qualified foreign entity, any documents that laws in this state require it to file to become a qualified foreign entity, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
9. If the surviving entity is a foreign entity that is not required to be a qualified foreign entity, a mailing address to which the appropriate filing authority may send any process served on the appropriate filing authority pursuant to section 29-2206, subsection E.
10. If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.
C. In addition to the requirements of subsection B of this section, a statement of merger may contain any other provision not prohibited by law.
D. If the surviving entity is a domestic filing entity, the amendment attached under subsection B, paragraph 6 of this section or its public organizational document attached under subsection B, paragraph 7 of this section:
1. Must satisfy the requirements of the laws of this state.
2. Is deemed to be signed by means of the signing of the statement of merger.
3. May omit any provision that is not required to be included in a restatement of the public organizational document.
E. With respect to a plan of merger that is signed on behalf of all of the merging entities and that meets all of the requirements of subsection B of this section:
1. If the surviving entity or at least one merging entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of merger and, on filing, has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.
2. If neither the surviving entity nor any merging entity is a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of merger, in which case all references in this chapter to a statement of merger refer to the plan of merger.
F. With respect to the effective date and time of the merger:
1. If the surviving entity or at least one merging entity is a domestic filing entity, once a statement of merger has been approved for filing by the appropriate filing authority or authorities, both the statement of merger and the merger are deemed to have become effective on the date and time of the delivery of the statement of merger for filing with the appropriate filing authority or authorities or, if applicable, the later date and time specified in the statement of merger.
2. If neither the surviving entity nor any merging entity is a domestic filing entity, both the statement of merger and the merger are effective on the signing of the statement of merger or, if applicable, the later date and time specified in the statement of merger.