Mass. Gen. Laws ch. 156C, sec. 61 — MA Code / Part I / Title XXII / Chapter 156C / Section 61
Certificate of consolidation or merger
Status: in_force

Section 61. (a) If a domestic limited liability company is consolidating or merging under this chapter, the domestic limited liability company or other business entity resulting from or surviving in the consolidation or merger shall file in the manner described in section seventeen a certificate of consolidation or merger in the office of the state secretary. The certificate of consolidation or merger shall be executed in the manner described in section fifteen and shall state: (1) the name and jurisdiction of formation or organization of each of the domestic limited liability companies or other business entities which is to consolidate or merge; (2) that an agreement of consolidation or merger has been approved and executed by each of the domestic limited liability companies or other business entities which is to consolidate or merge; (3) the name of the resulting or surviving domestic limited liability company or other business entity; (4) the future effective date or time, which shall be a date or time certain, of the consolidation or merger if it is not to be effective upon the filing of the certificate of consolidation or merger; (5) that the agreement of consolidation or merger is on file at a place of business of the resulting or surviving domestic limited liability company or other business entity, and shall state the address thereof; (6) that a copy of the agreement of consolidation or merger will be furnished by the resulting or surviving domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to consolidate or merge; and (7) if the resulting or surviving entity is not an entity organized under the laws of the commonwealth, a statement that the resulting or surviving entity agrees that, if the entity does not continuously maintain an agent for service of process in the commonwealth, to appoint irrevocably the state secretary to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the commonwealth may be served in the manner set forth in subsections (d), (e), (f) and (g) of section 15.10 of subdivision A of Part 15 of chapter 156D relative to foreign corporations. (b) Unless a future effective date or time is provided in a certificate of consolidation or merger, in which event a consolidation or merger shall be effective at any such future effective date or time, a consolidation or merger shall be effective upon the filing in the office of the state secretary of a certificate of consolidation or merger. (c) A certificate of consolidation or merger shall act (1) as a certificate of cancellation for a domestic limited liability company which is not the resulting or surviving entity in the consolidation or merger and (2) as a final annual report for an association or trust, as defined in section one of chapter one hundred and eighty-two. (d) An agreement of consolidation or merger approved in accordance with section sixty may (1) effect any amendment to the operating agreement or (2) effect the adoption of a new operating agreement, for a domestic limited liability company if it is the resulting or surviving entity in the consolidation or merger. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the consolidation or merger. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in the operating agreement, or other agreement, or as otherwise permitted by law; the operating agreement of any constituent limited liability company to the consolidation or merger including a limited liability company formed for the purpose of consummating a consolidation or merger may be the operating agreement of the resulting or surviving limited liability company.

Section 61. (a) If a domestic limited liability company is consolidating or merging under this chapter, the domestic limited liability company or other business entity resulting from or surviving in the consolidation or merger shall file in the manner described in section seventeen a certificate of consolidation or merger in the office of the state secretary. The certificate of consolidation or merger shall be executed in the manner described in section fifteen and shall state:

(1) the name and jurisdiction of formation or organization of each of the domestic limited liability companies or other business entities which is to consolidate or merge;

(2) that an agreement of consolidation or merger has been approved and executed by each of the domestic limited liability companies or other business entities which is to consolidate or merge;

(3) the name of the resulting or surviving domestic limited liability company or other business entity;

(4) the future effective date or time, which shall be a date or time certain, of the consolidation or merger if it is not to be effective upon the filing of the certificate of consolidation or merger;

(5) that the agreement of consolidation or merger is on file at a place of business of the resulting or surviving domestic limited liability company or other business entity, and shall state the address thereof;

(6) that a copy of the agreement of consolidation or merger will be furnished by the resulting or surviving domestic limited liability company or other business entity, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to consolidate or merge; and

(7) if the resulting or surviving entity is not an entity organized under the laws of the commonwealth, a statement that the resulting or surviving entity agrees that, if the entity does not continuously maintain an agent for service of process in the commonwealth, to appoint irrevocably the state secretary to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the commonwealth may be served in the manner set forth in subsections (d), (e), (f) and (g) of section 15.10 of subdivision A of Part 15 of chapter 156D relative to foreign corporations.

(b) Unless a future effective date or time is provided in a certificate of consolidation or merger, in which event a consolidation or merger shall be effective at any such future effective date or time, a consolidation or merger shall be effective upon the filing in the office of the state secretary of a certificate of consolidation or merger.

(c) A certificate of consolidation or merger shall act (1) as a certificate of cancellation for a domestic limited liability company which is not the resulting or surviving entity in the consolidation or merger and (2) as a final annual report for an association or trust, as defined in section one of chapter one hundred and eighty-two.

(d) An agreement of consolidation or merger approved in accordance with section sixty may (1) effect any amendment to the operating agreement or (2) effect the adoption of a new operating agreement, for a domestic limited liability company if it is the resulting or surviving entity in the consolidation or merger. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the consolidation or merger. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in the operating agreement, or other agreement, or as otherwise permitted by law; the operating agreement of any constituent limited liability company to the consolidation or merger including a limited liability company formed for the purpose of consummating a consolidation or merger may be the operating agreement of the resulting or surviving limited liability company.