NY LLC L § 1003 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 10 - Mergers 1003 - Certificate of Merger or Consolidation; Contents.

§  1003.  Certificate  of merger or consolidation; contents. (a) After approval of the agreement of merger or consolidation  by  each  domestic limited   liability   company   or  other  business  entity  merging  or consolidating under this article, unless the merger or consolidation  is terminated in accordance with subdivision (d) of section ten hundred two of  this  article,  paragraph  (b)  of section nine hundred three of the business corporation law, or other applicable statute, and the surviving or resulting entity is a  limited  liability  company,  foreign  limited liability  company  or  other business entity for which the laws of this state do not provide for the  filing  of  a  certificate  of  merger  or consolidation  with  the department of state, a certificate of merger or consolidation, entitled "Certificate of  merger  (or  consolidation)  of ....  and  .... into .... (names of domestic limited liability companies or other business entities) under section  one  thousand  three  of  the Limited  Liability  Company  Law,"  shall  be  signed  on behalf of each domestic  limited  liability  company  and  other  business  entity  and delivered  to  the  department  of  state.  The certificate of merger or consolidation shall set forth:  (1) the name and jurisdiction of formation or organization of each  of the domestic limited liability companies or other business entities that are  to  merge  or  consolidate, and if the name of any of them has been changed, the name under which it was formed;  (2) for each domestic limited liability  company  and  domestic  other business  entity  that  is  to  merge  or consolidate, the date when its initial articles of organization or formation  document,  if  any,  were filed with the department of state;  (3) that an agreement of merger or consolidation has been approved and executed  by  each  of the domestic limited liability companies or other business entities that are to merge or consolidate;  (4) the name of the surviving or resulting limited liability  company, foreign limited liability company or other business entity;  (5)  the  future effective date (which shall be a date certain) of the merger or consolidation in  accordance  with  subdivision  (b)  of  this section, if it is not to be effective upon the filing of the certificate of merger or consolidation;  (6)  if  a domestic limited liability company is the surviving limited liability company, such changes in its articles of organization as shall be necessary by reason of the merger;  (7) if a domestic limited liability company is the  resulting  limited liability  company  in  a  consolidation, the matters required to be set forth under subdivision  (e)  of  section  two  hundred  three  of  this chapter;  (8)  if a constituent entity is a foreign limited liability company or foreign other business entity, the jurisdiction and date  of  filing  of its  initial articles of organization or formation document, if any, and the date when its application for authority was filed by the  department of  state  or if no such application has been filed, a statement to such effect and (if the constituent foreign limited liability company is  the surviving  entity)  that it is not to do business in this state until an application for such authority shall have been filed with the department of state;  (9) if  the  surviving  or  resulting  entity  is  a  foreign  limited liability  company  or  other  business  entity,  an  agreement that the foreign limited liability company or other business entity may be served with process in this state in any action or special proceeding  for  the enforcement  of  any  liability  or  obligation  of any domestic limited liability company,  domestic  business  corporation  or  domestic  other business  entity  previously  amenable  to suit in this state that is to  merge or consolidate, and  for  the  enforcement  as  provided  in  this chapter,  of  the  right  of  members  of any domestic limited liability company, shareholders of any domestic business corporation or owners  of any  domestic  other  business  entity  to  receive  payment  for  their interests  against  the  surviving  or  consolidated   foreign   limited liability company;  (10)  if  the  surviving  or  resulting  entity  is  a foreign limited liability company or other business entity, an agreement  that,  subject to  the  provisions  of section six hundred twenty-three of the business corporation law, section one thousand  five  of  this  article,  or  any applicable statute, the surviving or resulting foreign limited liability company  or  other business entity will promptly pay to the shareholders of each constituent domestic business corporation, the members  of  each domestic  limited  liability  company or owners of any constituent other business entity the amount, if any, to  which  they  shall  be  entitled under  the  provisions  of  the business corporation law, any applicable statute and this chapter relating to the right of shareholders,  members and owners to receive payment for their interests;   * (11)  a designation of the secretary of state as its agent upon whom process against it may be served in the  manner  set  forth  in  article three  of  this  chapter in any action or special proceeding, and a post office address, within or without this state, to which the secretary  of state shall mail a copy of any process served upon him or her. Such post office  address  shall  supersede  any  prior  address designated as the address to which process shall be mailed;   * NB Effective until January 1, 2023   * (11) a designation of the secretary of state as its agent upon  whom process  against  it  may  be  served in the manner set forth in article three of this chapter in any action or special proceeding,  and  a  post office  address, within or without this state, to which the secretary of state shall mail a copy of any process  served  upon  him  or  her.  The limited  liability  company  may  include  an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him  or  her.  Such  post  office address or email address shall supersede any prior address designated as the address to which process shall be mailed or a notice emailed;   * NB Effective January 1, 2023  (12)  for  each  foreign  limited  liability company and foreign other business entity, a  statement  that  such  merger  or  consolidation  is permitted  by  the  jurisdiction  of organization or formation and is in compliance therewith;  (13) that the agreement of merger or consolidation is  on  file  at  a place  of  business  of  the  surviving  or  resulting limited liability company or other business entity and shall state  the  address  thereof; and  (14)  that  a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting  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 that is to merge or consolidate.  (b)  The merger or consolidation shall be effective upon the filing by the department of state of the certificate, or at such  later  date  not more  than  thirty days after the date of such filing as the certificate filed may provide.  (c) The surviving or resulting  limited  liability  company  or  other business  entity  shall  thereafter  cause  a  copy of such certificate, certified by the department of state, to be filed in the office  of  the clerk  of  each county in which each office of a constituent corporation  is located, and in the office of  the  official  who  is  the  recording officer  of  each  county  in  this  state  in  which real property of a constituent corporation is situated.