2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8958 - Certificate of merger or consolidation.

     § 8958.  Certificate of merger or consolidation.
        (a)  General rule.--Upon the adoption of the plan of merger
     or consolidation by the limited liability companies desiring to
     merge or consolidate, as provided in this subchapter, a
     certificate of merger or a certificate of consolidation, as the
     case may be, shall be executed by each company and shall,
     subject to section 109 (relating to name of commercial
     registered office provider in lieu of registered address), set
     forth:
            (1)  The name and the location of the registered office,
        including street and number, if any, of the domestic
        surviving or new limited liability company or, in the case of
        a foreign surviving or new limited liability company, the
        name of the company and its jurisdiction of organization,
        together with either of the following:
                (i)  If a qualified foreign limited liability
            company, the address, including street and number, if
            any, of its registered office in this Commonwealth.
                (ii)  If a nonqualified foreign limited liability
            company, the address, including street and number, if
            any, of its principal office under the laws of the
            jurisdiction in which it is organized.
            (2)  The name and address, including street and number,
        if any, of the registered office of each other domestic
        limited liability company and qualified foreign limited
        liability company that is a party to the merger or
        consolidation.
            (3)  If the plan is to be effective on a specified date,
        the hour, if any, and the month, day and year of the
        effective date.
            (4)  The manner in which the plan was adopted by each
        domestic limited liability company and, if one or more
        foreign limited liability companies are parties to the merger
        or consolidation, the fact that the plan was authorized,
        adopted or approved, as the case may be, by each of the
        foreign limited liability companies in accordance with the
        laws of the jurisdiction in which it is organized.
            (5)  Except as provided in subsection (b), the plan of
        merger or consolidation.
        (b)  Omission of certain provisions of plan of merger or
     consolidation.--A certificate of merger or consolidation may
     omit all provisions of the plan of merger or consolidation
     except provisions, if any, that are intended to amend or
     constitute the operative provisions of the certificate of
     organization of a company as in effect subsequent to the
     effective date of the plan, if the certificate of merger or
     consolidation states that the full text of the plan is on file
     at the principal place of business of the surviving or new
     company and states the address thereof. A company that takes
     advantage of this subsection shall furnish a copy of the full
     text of the plan, on request and without cost, to any member of
     any company that was a party to the plan and, unless all parties
     to the plan had fewer than 30 members each, on request and at
     cost to any other person.
        (c)  Filing of certificate of merger or consolidation.--The
     certificate of merger or certificate of consolidation, as the
     case may be, and the certificates or statement, if any, required
     by section 139 (relating to tax clearance of certain fundamental
     transactions) shall be filed in the department.
        (d)  Effective date of merger or consolidation.--Upon the
     filing of the certificate of merger or the certificate of
     consolidation in the Department of State or upon the effective
     date specified in the plan of merger or consolidation, whichever
     is later, the merger or consolidation shall be effective. The
     merger or consolidation of one or more domestic limited
     liability companies into a foreign limited liability company
     shall be effective according to the provisions of law of the
     jurisdiction in which the foreign limited liability company is
     organized, but not until a certificate of merger or certificate
     of consolidation has been adopted and filed, as provided in this
     subchapter.
        (e)  Cross references.--See sections 134 (relating to
     docketing statement), 135 (relating to requirements to be met by
     filed documents) and 8907 (relating to execution of documents).