Michigan Laws 450.4701 – Domestic limited liability companies; merger; plan
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(1) Two or more domestic limited liability companies may merge pursuant to a plan of merger approved as provided in section 702.
(2) The plan of merger shall set forth all of the following:
Terms Used In Michigan Laws 450.4701
- 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.
- Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
- Constituent: means a party to a plan of merger, including the survivor. See Michigan Laws 450.4102
(a) The name of each constituent company and the name of the surviving company.
(b) The terms and conditions of the proposed merger, including the manner and basis of converting the membership interests in each limited liability company into membership interests in the surviving company, or into cash or other property, or into a combination thereof.
(c) A statement of any amendment to the articles of organization of the surviving company to be effected by the merger or any restatement of the articles of organization, or a statement that no changes are to be made in the articles of organization of the surviving company.
(d) Other provisions with respect to the proposed merger that the constituent companies consider necessary or desirable.