N.Y.
Limited Liability Company Law Section 1003
Certificate of merger or consolidation
- contents
(a)
After approval of the agreement of merger or consolidation by each domestic limited liability company or other business entity merging or consolidating under this article, unless the merger or consolidation is terminated in accordance with subdivision (d) of § 1002 (Procedures for merger or consolidation)section ten hundred two of this article, paragraph (b) of Business Corporation Law § 903 (Authorization by shareholders)section nine hundred three of the business corporation law, or other applicable statute, and the surviving or resulting entity is a limited liability company, foreign limited liability company or other business entity for which the laws of this state do not provide for the filing of a certificate of merger or consolidation with the department of state, a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of .... and .... into .... (names of domestic limited liability companies or other business entities) under section one thousand three of the Limited Liability Company Law,” shall be signed on behalf of each domestic limited liability company and other business entity and delivered to the department of state. The certificate of merger or consolidation shall set forth:(1)
the name and jurisdiction of formation or organization of each of the domestic limited liability companies or other business entities that are to merge or consolidate, and if the name of any of them has been changed, the name under which it was formed;(2)
for each domestic limited liability company and domestic other business entity that is to merge or consolidate, the date when its initial articles of organization or formation document, if any, were filed with the department of state;(3)
that an agreement of merger or consolidation has been approved and executed by each of the domestic limited liability companies or other business entities that are to merge or consolidate;(4)
the name of the surviving or resulting limited liability company, foreign limited liability company or other business entity;(5)
the future effective date (which shall be a date certain) of the merger or consolidation in accordance with subdivision (b) of this section, if it is not to be effective upon the filing of the certificate of merger or consolidation;(6)
if a domestic limited liability company is the surviving limited liability company, such changes in its articles of organization as shall be necessary by reason of the merger;(7)
if a domestic limited liability company is the resulting limited liability company in a consolidation, the matters required to be set forth under subdivision (e) of § 203 (Formation)section two hundred three of this chapter;(8)
if a constituent entity is a foreign limited liability company or foreign other business entity, the jurisdiction and date of filing of its initial articles of organization or formation document, if any, and the date when its application for authority was filed by the department of state or if no such application has been filed, a statement to such effect and (if the constituent foreign limited liability company is the surviving entity) that it is not to do business in this state until an application for such authority shall have been filed with the department of state;(9)
if the surviving or resulting entity is a foreign limited liability company or other business entity, an agreement that the foreign limited liability company or other business entity may be served with process in this state in any action or special proceeding for the enforcement of any liability or obligation of any domestic limited liability company, domestic business corporation or domestic other business entity previously amenable to suit in this state that is to merge or consolidate, and for the enforcement as provided in this chapter, of the right of members of any domestic limited liability company, shareholders of any domestic business corporation or owners of any domestic other business entity to receive payment for their interests against the surviving or consolidated foreign limited liability company;(10)
if the surviving or resulting entity is a foreign limited liability company or other business entity, an agreement that, subject to the provisions of Business Corporation Law § 623 (Procedure to enforce shareholder’s right to receive payment for shares)section six hundred twenty-three of the business corporation law, § 1005 (Payment of interest of dissenting members)section one thousand five of this article, or any applicable statute, the surviving or resulting foreign limited liability company or other business entity will promptly pay to the shareholders of each constituent domestic business corporation, the members of each domestic limited liability company or owners of any constituent other business entity the amount, if any, to which they shall be entitled under the provisions of the business corporation law, any applicable statute and this chapter relating to the right of shareholders, members and owners to receive payment for their interests;(11)
a designation of the secretary of state as its agent upon whom process against it may be served in the manner set forth in article 3 (Service of Process)article three of this chapter in any action or special proceeding, and a post office address, within or without this state, to which the secretary of state shall mail a copy of any process served upon him or her. The limited liability company may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her. Such post office address or email address shall supersede any prior address designated as the address to which process shall be mailed or a notice emailed;(12)
for each foreign limited liability company and foreign other business entity, a statement that such merger or consolidation is permitted by the jurisdiction of organization or formation and is in compliance therewith;(13)
that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting limited liability company or other business entity and shall state the address thereof; and(14)
that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company or other business entity on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity that is to merge or consolidate.(b)
The merger or consolidation shall be effective upon the filing by the department of state of the certificate, or at such later date not more than thirty days after the date of such filing as the certificate filed may provide.(c)
The surviving or resulting limited liability company or other business entity shall thereafter cause a copy of such certificate, certified by the department of state, to be filed in the office of the clerk of each county in which each office of a constituent corporation is located, and in the office of the official who is the recording officer of each county in this state in which real property of a constituent corporation is situated.
Source:
Section 1003 — Certificate of merger or consolidation; contents, https://www.nysenate.gov/legislation/laws/LLC/1003 (updated Jan. 6, 2023; accessed Dec. 21, 2024).
