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4-32-1207. Action on plan of merger by constituent limited liability company.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-32-1207
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 2c2fe59c192c560497a887dbfcd6c59ca6b1a05075e8d425499e5663c103c885
Source location: content.xml paragraph 21702
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1208. Filings required for merger — Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State.
(b) The articles of merger shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing statute;
(2) The name and form of the surviving organization and the jurisdiction of its governing statute;
(3) The date the merger is effective under the governing statute of the surviving organization;
(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;
(7) Either:
(A) A copy of the plan of merger; or
(B) A statement that:
(i) Contains the address of an office of the surviving organization where the plan of merger is on file; and
(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8) Any additional information required by the governing statute of any constituent organization.
(c) A merger becomes effective under this subchapter:
(1) If the surviving organization is a limited liability company, upon the later of:
(A) Compliance with subsection (a) of this section; or
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1208
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 4-32-1208. This identifies an authority to review, not proof of applicability.