2023 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. 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;
(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.