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4-37-606. Statement of merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-606. Statement of merger.
In a merger under § 4-37-604, the statement of merger must:
(1) comply with § 4-32-1208; and
(2) include as an attachment the following records, each to become effective when the merger becomes effective:
(A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;
(B) for a protected series of a non-surviving company which after the merger will be a relocated protected series:
(i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
(ii) a statement of protected series designation signed by the surviving company; and
(C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-606
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:4-37-606
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 205ad79e1e329120ea13a0b4d1f6705467e7a0540d7c2273d436bc9ef8412b1b
Source location: content.xml paragraph 25400
Stored source content
4-37-606. Statement of merger.
In a merger under § 4-37-604, the statement of merger must:
(1) comply with § 4-32-1208; and
(2) include as an attachment the following records, each to become effective when the merger becomes effective:
(A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;
(B) for a protected series of a non-surviving company which after the merger will be a relocated protected series:
(i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
(ii) a statement of protected series designation signed by the surviving company; and
(C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
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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.
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.