2005 Idaho Code - 53-663 — ARTICLES OF MERGER OR CONSOLIDATION

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-663.  ARTICLES OF MERGER OR CONSOLIDATION. (1) The business entity
surviving or resulting from the merger or consolidation shall deliver to the
secretary of state articles of merger or consolidation executed by each
constituent entity setting forth:
    (a)  The name and jurisdiction of formation or organization of each
    business entity which is to merge or consolidate;
    (b)  That an agreement of merger or consolidation has been approved and
    executed by each business entity which is a party to the merger or
    consolidation;
    (c)  The name of the surviving or resulting business entity;
    (d)  The future effective date of the merger or consolidation, which shall
    be a date or time certain not more than thirty (30) days subsequent to the
    date of filing, if it is not to be effective upon the filing of the
    articles of merger or consolidation;
    (e)  That the agreement of merger or consolidation is on file at a place
    of business of the surviving or resulting business entity, and the address
    of that place of business;
    (f)  That a copy of the agreement of merger or consolidation will be
    furnished by the surviving or resulting business entity, on request and
    without cost, to any person holding an interest in any business entity
    which is to merge or consolidate; and
    (g)  If the surviving or resulting entity is not a business entity
    organized under the laws of this state, a statement that such surviving or
    resulting business entity:
         (i)  Agrees that it may be served with process in this state in any
         proceeding for enforcement of any obligation of any business 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 business entity or the new business entity arising from
         the merger or consolidation; and
         (ii)  Appoints the secretary of state as its agent for service of
         process in any such proceeding, and the surviving business entity or
         the new business entity shall specify the address to which a copy of
         the process shall be mailed to it by the secretary of state.
    (2)  A merger or consolidation takes effect upon the later of the
effective date of the filing of the articles of merger or consolidation or the
date set forth in the articles of merger or consolidation.
    (3)  The articles of merger or consolidation shall be executed by a
limited liability company that is a party to the merger or consolidation in
the manner provided for in section 53-610, Idaho Code, and shall be filed with
the secretary of state in the manner provided for in section 53-611, Idaho
Code.
    (4)  An agreement of merger or consolidation approved in accordance with
the provisions of section 53-662, Idaho Code, may effect any amendment to an
operating agreement or effect the adoption of a new operating agreement for a
limited liability company if it is the surviving or resulting limited
liability company in the merger or consolidation. An approved agreement of
merger or consolidation may also provide that the operating agreement of any
constituent limited liability company to the merger or consolidation,
including a limited liability company formed for the purpose of consummating a
merger or consolidation, shall be the operating agreement of the surviving or
resulting limited liability company. Any amendment to an operating agreement
or adoption of a new operating agreement made pursuant to this subsection
shall be effective at the effective time or date of the merger or
consolidation. The provisions of this subsection shall not be construed to
limit the accomplishment of a merger or of any of the matters referred to
herein by any other means provided for in an operating agreement or other
agreement or as otherwise permitted by law.
    (5)  In the case of a merger, if the surviving entity is a limited
liability company, the articles of organization shall be deemed to be amended
to the extent, if any, that changes in its articles of organization are stated
in the agreement of merger; and in the case of consolidation, the articles of
incorporation or organization of the resulting business entity shall be
included in or annexed to the articles of consolidation.