2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 10 - (1001 - 1007) MERGERS
1003 - Certificate of merger or consolidation; contents.

 
    §  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 section ten hundred two
  of  this  article,  paragraph  (b)  of 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  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 section six hundred twenty-three of the business
  corporation law, 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
  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. Such post
  office  address  shall  supersede  any  prior  address designated as the
  address to which process shall be mailed;
    (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.