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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 244 - Merger and Transfer of Assets
Part 1 - Merger
§ 48-244-103. Certificate of merger.
Universal Citation: TN Code § 48-244-103 (2017)
- If a domestic LLC is merging under this section, the domestic LLC or business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger must be executed by a duly authorized person and set forth:
- (1) The name, jurisdiction and date of formation or organization of each of the LLCs or other entities which is a party to the merger;
- (2) That a plan of merger has been approved and executed by each of the LLCs and other business entities which are a party to the merger;
- (3) The name and address of the principal executive office or equivalent thereof, of the surviving or resulting entity into which the other entities will merge;
- (4) Whether the surviving entity is an LLC, general partnership, limited partnership, corporation or form of other entity;
- (5) The future effective date or time, which shall be a date or time certain and which shall comply with § 48-247-109(b) of the merger if it is not to be effective upon the filing of the plan of merger;
- (6) That the plan of merger is on file at a place of business of the surviving or resulting entity, and shall state the address thereof;
- (7) That a copy of the plan of merger will be furnished by the surviving or resulting entity, on request and without cost, to any member of any domestic LLC or any persons holding an interest in any other entity which is or was a party to the merger; and
- (8) If the surviving or resulting entity is not a domestic LLC, or an entity other than a general partnership organized under the laws of this state, a statement that such surviving or resulting entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any entity which is a party to the merger, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 48-208-105 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-208-105.
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