Montana Code 35-8-1202. Articles of merger
35-8-1202. Articles of merger. (1) After approval of the plan of merger under 35-8-1201(3), unless the merger is abandoned under 35-8-1201(4), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the secretary of state for filing. The articles must set forth:
Terms Used In Montana Code 35-8-1202
- 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 articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Foreign limited liability company: means an entity that is:
(a)an unincorporated entity;
(b)organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe;
(c)organized under a statute pursuant to which an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(d)not required to be registered or organized under any statute of this state other than this chapter. See Montana Code 35-8-102
- 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.
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal or commercial entity. See Montana Code 35-8-102
- Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Montana Code 35-8-102
- Surviving limited liability company: means the constituent entity surviving the merger, as identified in the articles of merger provided for in 35-8-1201. See Montana Code 35-8-102
(a)the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger;
(b)for each limited liability company that is to merge, the date on which its articles of organization were filed with the secretary of state;
(c)that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge;
(d)the name and address of the surviving limited liability company or other surviving entity;
(e)the effective date of the merger;
(f)if a limited liability company is the surviving entity, the changes in its articles of organization that are necessary by reason of the merger;
(g)if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed by the secretary of state or, if an application has not been filed, a statement to that effect; and
(h)if the surviving entity is not a limited liability company, the agreement that the surviving entity may be served with process in this state and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this state that is to merge and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity; and
(i)the name and address of the registered agent of the surviving entity.
(2)If a foreign limited liability company is the surviving entity of a merger, it may not do business in this state until an application for that authority is filed with the secretary of state.
(3)The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is subject to the merger.
(4)Articles of merger operate as an amendment to a surviving limited liability company’s articles of organization.