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4-32-1206. Merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1206. Merger.
(a) A limited liability company may merge with one (1) or more other constituent organizations under this section and §§ 4-32-1207 — 4-32-1209 and a plan of merger, if:
(1) The governing statute of each of the other organizations authorizes the merger;
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) Each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and form of each constituent organization;
(2) The name and form of the surviving organization;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4) Any amendments to be made by the merger to the surviving organization's organizational documents.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1206
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-32-1206
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 714c8e3ac7f8900b64fdb3d36eecb9c127a746e7d4cab33afe11bfe973fb5339
Source location: content.xml paragraph 21689
Stored source content
4-32-1206. Merger.
(a) A limited liability company may merge with one (1) or more other constituent organizations under this section and §§ 4-32-1207 — 4-32-1209 and a plan of merger, if:
(1) The governing statute of each of the other organizations authorizes the merger;
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) Each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and form of each constituent organization;
(2) The name and form of the surviving organization;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4) Any amendments to be made by the merger to the surviving organization's organizational documents.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1207. Action on plan of merger by constituent limited liability company.
(a) Unless otherwise provided in writing in an operating agreement, a plan of merger must be consented to by more than one-half (1/2) by number of the members of a constituent limited liability company.
(b) Subject to any contractual rights, until articles of merger are filed under § 4-32-1208 a constituent limited liability company may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1207
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-1207. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1209. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving organization continues or comes into existence;
(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company under § 4-32-901 et seq.; and
(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
(b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.
(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:
(A) F
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1209
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-1209. This identifies an authority to review, not proof of applicability.