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4-37-605. Plan of merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-605. Plan of merger.
In a merger under § 4-37-604, the plan of merger must:
(1) comply with § 4-32-1206; and
(2) state in a record:
(A) for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated;
(B) for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated;
(C) for each relocated protected series or continuing protected series:
(i) the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee;
(ii) the name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
(iii) any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and
(iv) if after the merger the protected series will be a relocated protected series, its new name;
(D) for any protected series to be established by the surviving company as a result of the merger:
(i) the name of the protected series;
(ii) any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
(iii) the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and
(E) f
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-605
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:4-37-605
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 359e0a161bff224fc4a68a79c9d979f38f1c12bec376226797236367839b964e
Source location: content.xml paragraph 25379
Stored source content
4-37-605. Plan of merger.
In a merger under § 4-37-604, the plan of merger must:
(1) comply with § 4-32-1206; and
(2) state in a record:
(A) for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated;
(B) for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated;
(C) for each relocated protected series or continuing protected series:
(i) the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee;
(ii) the name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
(iii) any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and
(iv) if after the merger the protected series will be a relocated protected series, its new name;
(D) for any protected series to be established by the surviving company as a result of the merger:
(i) the name of the protected series;
(ii) any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
(iii) the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and
(E) for any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which:
(1) is or is proposed to be in a record; and
(2) is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
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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. The source passage cites 4-32-1206. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-604. Merger authorized — Parties restricted.
A series limited liability company may be party to a merger in accordance with § 4-32-1206, this section, and § 4-37-605 through 4-37-608 only if:
(1) each other party to the merger is a domestic limited liability company; and
(2) the surviving company is not created in the merger.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-604
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 4-37-604. This identifies an authority to review, not proof of applicability.