805 ILCS 5/11.39
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

Sec. 11.39. Merger of domestic corporation and limited liability entities.(a) Any one or more domestic corporations may merge with or into one  or more limited liability entities of this State, any other state or  states of the  United States, or the District of Columbia, if the laws of the other state  or states  or the District of Columbia permit the merger.  The domestic corporation or  corporations and the limited liability entity or entities may merge with or  into a corporation, which may be any one of these corporations, or they may  merge  with or into a limited liability entity, which may be any one of these limited  liability entities, which shall be a domestic corporation or limited liability entity   of this  State, any other state of the United States, or the District of Columbia,  which  permits the merger pursuant to a plan of merger complying with and approved in  accordance with this Section.(b) The plan of merger must set forth the following:(1) The names of the domestic corporation or     corporations and limited liability entity or entities proposing to merge and the name of the domestic corporation or limited liability entity into which they propose to merge, which is designated as the surviving entity.(2) The terms and conditions of the proposed merger     and the mode of carrying the same into effect.(3) The manner and basis of converting the shares of     each domestic corporation and the interests of each limited liability entity  into shares, interests, obligations, other securities of the surviving entity or into cash or other property or any combination of the foregoing.(4) In the case of a merger in which a domestic     corporation is the surviving entity, a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger.(5) Any other provisions with respect to the proposed     merger that are deemed necessary or desirable, including provisions, if any, under which the proposed merger may be abandoned prior to the filing of the articles of merger by the Secretary of State of this State.(c) The plan required by subsection (b) of this Section shall be adopted and  approved  by the constituent corporation or corporations in the same manner as is  provided in  Sections 11.05, 11.15, and 11.20 of this Act and, in the case of a limited  liability  entity, in accordance with the terms of its operating or partnership agreement, if any, and  in  accordance with the laws under which it was formed.(d) Upon this approval, articles of merger shall be executed by each  constituent corporation and limited liability entity and filed with the  Secretary of State.  The merger shall become  effective for all purposes of the laws of this State when and as provided in  Section  11.40 of this Act with respect to the merger of corporations of this State.(e) If the surviving entity is to be governed by the laws of the District of  Columbia or any state other than this State, it shall file with the  Secretary of  State of this State an agreement that it may be served with process in this  State in  any proceeding for enforcement of any obligation of any constituent corporation  or  limited liability entity of this State, as well as for enforcement of any  obligation of  the surviving corporation or limited liability entity arising from the merger,  including any suit or other proceeding to enforce the shareholders right to  dissent as  provided in Section 11.70 of this Act, and shall irrevocably appoint the  Secretary of  State of this State as its agent to accept service of process in any such suit  or other  proceedings.(f) Section 11.50 of this Act shall, insofar as it is applicable, apply to  mergers between domestic corporations and limited liability entities.(g) In any merger under this Section, the surviving entity shall not  engage in any business or exercise any power that a domestic corporation or  domestic limited liability entity may not otherwise engage in or exercise in  this State.  Furthermore, the surviving entity shall be governed by the  ownership and control restrictions in Illinois law applicable to that type of  entity.  (Source: P.A. 102-282, eff. 1-1-22.)