Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.17 - Certificate of Merger or Consolidation

Current through Register 1525, July 5, 2024
(1) A
			 limited liability company may merge or consolidate with or into one or more
			 limited liability companies or other business entities formed or organized
			 under the laws of the Commonwealth or any other state of the United States, or
			 any foreign country or other foreign jurisdiction, with such limited liability
			 company or other business entity being the resulting or surviving limited
			 liability company or other business entity.
(2) A limited liability company which is
			 involved in a consolidation or merger shall file a certificate of consolidation
			 or merger with the Division as provided in 950 CMR 112.17. If the limited
			 liability company is involved in a consolidation or merger with a domestic
			 other business entity which is required to make a filing with the Division in
			 order to effectuate the merger or consolidation, the surviving entity involved
			 in the merger or consolidation may submit a combined filing which contains the
			 information and is accompanied by the fee required by law for each domestic
			 entity involved. The filing shall be designated and formatted in the manner
			 established by law and regulation for the surviving entity. The certificate
			 shall set forth:
(a) the name, federal
			 identification number, date and jurisdiction of formation or organization, and
			 office location of each limited liability company or other business entity
			 involved in the merger or consolidation;
(b) the name of the resulting or surviving
			 domestic limited liability company or other business entity;
(c) a statement that the merger or
			 consolidation has been duly adopted in accordance with the law under which it
			 is organized or formed and, if applicable, in accordance with the provisions of
			 the operating agreement;
(d) if the
			 consolidation or merger is to be effective at a later date, the effective date
			 of the merger or consolidation;
(e)
			 a statement that the agreement of consolidation or merger will be kept on file
			 at the office of the resulting or surviving limited liability company or other
			 business entity, and the street address of that office;
(f) a statement that a copy of the agreement
			 of consolidation or merger will be furnished by the resulting or surviving
			 limited liability company or other business entity on request and without cost
			 to any member of the limited liability company or to any person holding an
			 interest in any other business entity;
(g) if the resulting or surviving limited
			 liability company or other business entity is not an entity organized under the
			 laws of the Commonwealth, a statement that such resulting or surviving entity
			 agrees that, if such entity does not continually maintain an agent for service
			 of process in the Commonwealth, to appoint irrevocably the Secretary of the
			 Commonwealth 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 M.G.L. c. 156D, Part 15, § 15.10;
(h) if the resulting or surviving entity is a
			 limited liability company governed by
			 950
			 CMR 112.00, the certificate of merger/consolidation
			 shall include:
1. the name of each manager and
			 business address, if different from the office location. If there are no
			 managers, include a statement to that effect;
2. the name of each person authorized to
			 execute documents to be filed with the Division and business address, if
			 different from the office location. At least one person shall be named if there
			 are no managers;
3. the name of
			 each person authorized to execute, acknowledge, deliver and record any
			 recordable instrument purporting to affect an interest in real property and
			 business address, if different from the office location; and
4. any amendment to the certificate of
			 organization of the surviving limited liability company to be effected pursuant
			 to the agreement of merger, or in the case of a resulting limited liability
			 company, all other information required to be included in the certificate of
			 organization pursuant to
			 950 CMR
			 112.11.