21-173 Filings required for merger; effective date. - Nebraska Statutes

21-173. Filings required for merger; effectivedate.(ULLCA1004) (a) After each constituent organization has approved a merger, articlesof merger must be signed on behalf of:(1) each constituentlimited liability company, as provided in subsection (a) of section 21-119;and(2)each other constituent organization, as provided in its governing statute.(b) Articles of mergerunder this section must include:(1) the name and form of each constituent organizationand the jurisdiction of its governing statute;(2) the name and form of the survivingorganization, the jurisdiction of its governing statute, and, if the survivingorganization is created by the merger, a statement to that effect;(3) the date the mergeris effective under the governing statute of the surviving organization;(4) if the survivingorganization is to be created by the merger:(A) if it will be a limited liabilitycompany, the company's certificate of organization; or(B) if it will be anorganization other than a limited liability company, the organizational documentthat creates the organization that is in a public record;(5) if the survivingorganization preexists the merger, any amendments provided for in the planof merger for the organizational document that created the organization thatare in a public record;(6)a statement as to each constituent organization that the merger was approvedas required by the organization's governing statute; and(7) any additional informationrequired by the governing statute of any constituent organization.(c) Each constituentlimited liability company shall deliver the articles of merger for filingin the office of the Secretary of State.(d) A merger becomes effective under sections 21-170to 21-184:(1)if the surviving organization is a limited liability company, upon the laterof:(A)compliance with subsection (c) of this section; or(B) subject to subsection (c) ofsection 21-121, as specified in the articles of merger; or(2) if the survivingorganization is not a limited liability company, as provided by the governingstatute of the surviving organization. SourceLaws 2010, LB888, § 73.Operative Date: January 1, 2011