Montana Code 35-12-1513. Filings required for merger — effective date
35-12-1513. Filings required for merger — effective date. (1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
Terms Used In Montana Code 35-12-1513
- Constituent limited partnership: means a constituent organization that is a limited partnership. See Montana Code 35-12-1501
- Constituent organization: means an organization that is party to a merger. See Montana Code 35-12-1501
- General partner: means a general partner of a limited partnership. See Montana Code 35-12-1501
- 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.
- Organization: means a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; a limited liability company; a business trust; a corporation; or any other person having a governing statute. See Montana Code 35-12-1501
- Organizational document: means :
(a)for a domestic or foreign general partnership, its partnership agreement;
(b)for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(c)for a domestic or foreign limited liability company, its articles of organization and operating agreement or comparable records as provided in its governing statute;
(d)for a business trust, its agreement of trust and declaration of trust;
(e)for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders that are authorized by its governing statute or comparable records as provided in its governing statute; and
(f)for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. See Montana Code 35-12-1501
- 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.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Statute: A law passed by a legislature.
- Surviving organization: means an organization into which one or more other organizations are merged. See Montana Code 35-12-1501
(a)each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(b)each other preexisting constituent organization, by an authorized representative.
(2)The articles of merger must include:
(a)the name and form of each constituent organization and the jurisdiction of its governing statute;
(b)the name and form of the surviving organization, the jurisdiction of its governing statute, and if the surviving organization is created by the merger, a statement to that effect;
(c)the date the merger is effective under the governing statute of the surviving organization;
(d)if the surviving organization is to be created by the merger:
(i)if it will be a limited partnership, the limited partnership’s certificate of limited partnership; or
(ii)if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(e)if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(f)a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;
(g)if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of 35-12-1514(2); and
(h)any additional information required by the governing statute of any constituent organization.
(3)Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
(4)A merger becomes effective under this part:
(a)if the surviving organization is a limited partnership, upon the later of:
(i)compliance with subsection (3); or
(ii)subject to 35-12-614(3), as specified in the articles of merger; or
(b)if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.