Mergers Involving Limited Liability Companies

Section 304-C:158

    304-C:158 Certificates of Merger. –
I. The surviving entity shall deliver to the secretary of state a certificate of merger signed by each constituent entity setting forth:
(a) The name and jurisdiction of formation or organization of each constituent entity;
(b) That an agreement of merger has been approved and signed by each constituent entity;
(c) The name of the surviving entity;
(d) To the extent permitted by RSA 304-C:29, the future effective date and time of the merger, which shall be a date or time certain, if it is not to be effective at the close of business on the date of filing of the certificate of merger;
(e) That the agreement of merger is on file at a place of business of the surviving entity, and the address of that place of business;
(f) That a copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any person holding an interest in any constituent entity; and
(g) If the surviving entity is not a business entity organized under the laws of this state, a statement that such surviving entity:
(1) Agrees that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity arising from the merger; and
(2) Appoints the secretary of state as its agent for service of process in any such proceeding, and the surviving entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.
II. A merger takes effect upon the later of the effective date of the filing of the certificate of merger or the date set forth in the certificate of merger.
III. The certificate of merger shall be signed by a limited liability company that is a party to the merger and shall be filed with the secretary of state.
IV. A certificate of merger shall constitute a certificate of cancellation for a limited liability company which is not the surviving entity in the merger.

Source. 2012, 232:2, eff. Jan. 1, 2013.