21-2652 Merger or consolidation; domestic and foreign entities; conditions; effect. - Nebraska Statutes

21-2652. Merger or consolidation; domestic and foreign entities; conditions; effect.(1) Any one or more domestic limited liability companies may merge or consolidate with or into one or more foreign limited liability companies, foreign corporations, foreign general partnerships, or foreign limited partnerships or any one or more foreign limited liability companies, foreign corporations, foreign general partnerships, or foreign limited partnerships may merge or consolidate with or into any one or more limited liability companies of this state if:(a) The merger or consolidation is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation;(b) The foreign constituent entity complies with section 21-2650 if it is the surviving entity or the new entity; and(c) Each domestic constituent entity complies with the applicable provisions of sections 21-2647 to 21-2649 and, if it is the surviving entity or the new entity, with section 21-2650.(2) Upon a merger involving one or more domestic limited liability companies taking effect, if the surviving entity or the new entity is to be governed by the laws of any state other than this state or by the laws of the District of Columbia or of any foreign country, then the surviving entity or the new entity shall agree:(a) That it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity or the new entity arising from the merger or consolidation; and(b) To irrevocably appoint the Secretary of State as its agent for service of process in any such proceeding, and the surviving entity or the new entity shall specify the address to which a copy of the process shall be mailed to it by the Secretary of State.(3) The effect of such merger or consolidation shall be as provided in section 21-2651 if the surviving entity or the new entity is to be governed by the laws of this state. If the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in such section except insofar as the laws of such other jurisdiction provide otherwise. SourceLaws 1994, LB 884, § 51; Laws 1997, LB 631, § 24.Termination Date: January 1, 2013