LLC Merger Approval and Filing Requirements by State
May an ordinary domestic limited liability company merge with another LLC or another entity type, what must the plan contain, and what member approval, notice, dissent or appraisal, filing, effective-time, abandonment, surviving-entity, and continuity rules apply?
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50 of 51 verified, 1 with no public source
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Every entry, oldest check September 10, 2026
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What this survey covers
A statutory merger is not one transaction with fifty-one price tags. Each state decides separately which entities may be constituents, who must approve, what the plan must say, what public record gets filed and where, when the merger takes effect, and what a dissenting member may demand. This survey follows that sequence for an ordinary domestic private LLC.
The table reports statutory merger and consolidation rules only. Conversion, domestication, interest exchange, division, and asset sales have their own treatment, and tax, securities, antitrust, and industry approvals stay outside every answer.
Why the state architecture matters
Delaware is contractarian. Unless the LLC agreement provides otherwise, an agreement or plan of merger is approved by members owning more than 50 percent of the current percentage or other interest in profits, and an LLC whose original certificate of formation was effective on or before July 31, 2015 stays governed by that sentence as it read on that date. Delaware also supplies no default appraisal right at all. 6 Del. C. §§ 18-209 and 18-210 (accessed September 10, 2026).
The District of Columbia takes the opposite starting point. Its LLC merger subchapter reaches only mergers among limited liability companies, requires consent by all the members of a constituent company, and expressly sends a merger between an LLC and another form of entity to the general entity-transactions chapter instead. D.C. Code § 29-809.02 and § 29-809.03 (accessed September 10, 2026).
Wyoming shares the uniform-act drafting but not the same reach: an LLC may merge with one or more other constituent organizations, and on top of unanimous member consent the statute adds a separate veto — no member may become personally liable for another person's obligations as a result of the merger unless that member both approves the plan and consents to becoming personally liable. Wyo. Stat. §§ 17-29-1002 and 17-29-1003 (accessed September 10, 2026).
Florida runs mergers through a single entity-transactions part built for every form. A domestic merging LLC approves by a majority-in-interest of the members, and any member who will have interest-holder liability for post-merger debts must approve in a record unless the organic rules already authorized a lesser consent and that member voted for or consented to that provision. Fla. Stat. § 605.1023 (accessed September 10, 2026).
New York is the non-uniform outlier. The agreement goes to the members at a meeting called on twenty days' notice, the operating agreement may raise or lower the threshold but never below a majority in interest of the members entitled to vote, and a member who files written dissent before the vote is cashed out at fair value instead of continuing in the survivor. N.Y. Ltd. Liab. Co. Law § 1002 (accessed September 10, 2026).
Approval and filing patterns
The public record diverges as sharply as the vote. New York's certificate of merger carries fourteen enumerated items — including each constituent's original filing date, a foreign survivor's service-of-process agreement, and its promise to pay members entitled to payment for their interests — and the survivor must afterward file a certified copy with the clerk of each county where a constituent office sits and with the recording officer of each county holding constituent real property. Delaware's certificate of merger runs to nine items and is filed by the survivor alone with the Secretary of State. N.Y. Ltd. Liab. Co. Law § 1003 and 6 Del. C. § 18-209(c) (accessed September 10, 2026).
Effective-time and recording rules follow no single model either. New York allows a delayed date no more than thirty days after filing; Delaware requires only a date or time certain; Florida makes county recording of certified articles permissive and, in subsection (6), excuses the LLC's own articles of merger entirely when a companion corporate or partnership filing for the same merger substantially complies. N.Y. Ltd. Liab. Co. Law § 1003(b), 6 Del. C. § 18-209(c)(6) and (d), and Fla. Stat. § 605.1025 (accessed September 10, 2026).
Short-form routes exist but do not mean what the corporate label suggests. Delaware's is a merger caused by an LLC that owns at least 90 percent of each voting class of a corporation's stock, effected by a certificate of ownership and merger rather than the ordinary certificate — an LLC-parent route into corporate subsidiaries, not an LLC-into-LLC shortcut. 6 Del. C. § 18-209(i) (accessed September 10, 2026).
What the table adds
The final states reinforce that there is no single LLC approval denominator. Delaware defaults to more than 50 percent of current profit interests, Rhode Island to a majority of unassigned capital value, and South Dakota, North Dakota, Alaska, the District of Columbia, and Wyoming to all-member approval; Vermont instead looks first to the organizational documents and uses all eligible members only when those documents are silent. Delaware Code § 18-209, R.I. Gen. Laws §§ 7-16-21 and 7-16-61, SDCL §§ 47-34A-902 to -904, N.D.C.C. §§ 10-32.1-56 to -58, Alaska Stat. §§ 10.50.500 to 10.50.510, D.C. Code §§ 29-809.02 to -809.04, 11 V.S.A. §§ 4148-4150, and Wyo. Stat. §§ 17-29-1002 to -1004 (accessed September 12, 2026).
Route architecture can matter as much as the vote. Alaska and the District separate LLC-only mergers from cross-type entity-transactions law. North Dakota adds a 20-day record-notice floor for a member-demanded meeting and conditions property vesting on applicable transfer requirements, while Wyoming separately requires a newly liable member both to approve the plan and to consent to the liability. Alaska Stat. §§ 10.55.201 to 10.55.206, D.C. Code §§ 29-202.01 to -202.06, N.D.C.C. §§ 10-32.1-39 and 10-32.1-59, and Wyo. Stat. § 17-29-1002 (accessed September 12, 2026).
Scope boundaries
This survey reports statutory eligibility, plan contents, approvals, notices, filings, effective time, abandonment, continuity, and appraisal or dissent boundaries. It does not structure or price a transaction, negotiate or draft an agreement, calculate or promise tax treatment, obtain or predict a regulatory, antitrust, banking, insurance, or securities approval, preserve a contract or license, value a membership interest, or advise whether to merge, consolidate, convert, dissolve, dissent, accept consideration, or litigate.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law, route name, and transaction scope | Eligible domestic, foreign, and other-form constituents and survivors | Plan of merger contents, consideration, and survivor governing documents | Member approval threshold, operating-agreement control, and other constituents' approvals | Meeting notice, written consent, waiver, and new-personal-liability consent | Merger filing contents, signers, companion filings, and filing offices | Effective time, delayed date, plan amendment, abandonment, and correction | Survivor existence, property, debts, proceedings, records, and registrations | Appraisal or dissent, creditor protection, and foreign-survivor service | Short-form and other statutory routes and special-entity boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-12 | Alabama Limited Liability Company Law, §§ 10A-5A-10.05 to -10.10; written-plan statutory merger; conversion and series remain separate |
Alabama LLC may merge with one or more domestic/foreign organizations—partnership/LLP, LP/LLLP, LLC, business trust, corporation, nonprofit/professional corporation, or other statutory person—if every governing statute permits and each party complies (§§ 10A-5A-1.02(n), -10.05(a)) |
Written plan gives each constituent/survivor name, form, jurisdiction, principal-office mailing address and state ID; terms; interest conversion/cancellation; and new or amended survivor organizational documents (§ 10A-5A-10.05(b)-(c)) |
Default all LLC members; agreement governs member relations and may vary the default except § 10.09. Each other constituent must comply with its governing statute (§§ 10A-5A-1.08, -10.05(a), -10.06(a)) |
No merger-specific notice period; any member-consent matter may occur without meeting and signed proxy is allowed. Member taking survivor personal liability must consent to the plan; a generic sub-unanimous agreement-amendment clause is insufficient (§§ 10A-5A-4.07(c), -10.09) |
Every constituent signs $100 Secretary of State Statement naming parties/survivor, forms/laws/offices/IDs, effective date, new/amended public organic records, approval, free plan copies, foreign process office, and other-law items; authorized LLC person/agent signs (§§ 10A-5A-2.04, -10.07, 10A-1-4.31) |
LLC survivor: later of filing or Statement time, with 90-day delay cap; other survivor follows its law. Before filing, plan controls amendment/abandonment and original consent applies unless plan prohibits; inaccurate/defective filings may be corrected or nullified (§§ 10A-5A-10.06-.07; 10A-1-4.11-.12, -4.21, -4.25) |
Survivor continues/is created; nonsurvivors cease; property/contracts, debts/liens, proceedings, rights/powers/purposes, plan, public organic records, and interests carry over without default LLC dissolution. Optional $5 county certified copy evidences realty chain (§§ 10A-5A-10.07(e), -10.08) |
No Chapter 5A merger-specific appraisal/dissent right; former holder receives plan or constituent-statute rights. Debts/liens and creditor rights persist; foreign survivor accepts Alabama jurisdiction and fallback service (§ 10A-5A-10.08(a)(4), (11), (b)) |
No ownership-threshold/parent-subsidiary route in §§ 10A-5A-10.05 to -10.10; other-law mergers preserved. Broad organization definition includes nonprofit/professional forms, but every constituent's own law and special regulation still control (§§ 10A-5A-1.02(n), -10.05(a), -10.10) |
| Alaska verified 2026-09-12 | Alaska Revised LLC Act, AS 10.50.500-.565, governs LLC-only merger or consolidation; Alaska Entity Transactions Act, AS 10.55.201-.206, governs cross-type merger and expressly excludes a Chapter 10.50 transaction. Conversion, domestication, and interest exchange are separate and excluded |
LLC-only: domestic LLC with domestic/foreign LLC, subject to other LLC's law. Cross-type: ≥1 domestic entity with domestic/foreign entities into domestic/ foreign survivor, or ≥2 foreign entities into domestic survivor; foreign law must authorize. Cross-type Act excludes named financial, insurance, BIDCO, cooperative, public, and municipal entities (§§ 10.50.500; 10.55.110, .201) |
LLC-only requires merger/consolidation agreement but states no minimum internal terms; it controls interest conversion and may amend/adopt survivor operating agreement. Cross-type plan in a record states parties, survivor/ creation, interest conversion, amendments or proposed public/private organic records, other terms/conditions, and required provisions; external facts allowed if operation specified (§§ 10.50.540, .565; 10.55.107, .202) |
Alaska LLC defaults to all-member approval unless operating agreement varies; foreign LLC in LLC-only track uses its own law. Cross-type track applies each domestic entity's organic merger rule and each foreign entity's law, with all eligible holders as fallback; unanimous holder vote/consent is an alternative unless organic law/rules say otherwise (§§ 10.50.510; 10.55.108, .203) |
Chapter 10.50 states no merger meeting, notice, quorum, proxy, or consent-form rule; written waiver applies if Act/articles/agreement otherwise require notice. Cross-type plan requires each newly liable interest holder's approval in a record unless a recorded fewer-than-all merger rule was approved by that holder or predated holder's admission (§§ 10.50.150, .510, .890; 10.55.203(a)(2)) |
LLC-only survivor files original-plus-copy Articles with department, signed by each LLC; state company names/jurisdictions, approval, survivor, specific later date, agreement location/free copy, and foreign-survivor process terms. Cross-type: each constituent signs department-filed Statement naming parties, survivor, approval, ≤90-day delay, public-record changes/attachment, and unqualified-foreign address; compliant signed plan substitutes. Authorized person signs and states capacity (§§ 10.50.515-.525, .810-.840; 10.55.205, .601) |
LLC-only: later of filing effectiveness and specific date; §§ 10.50.500-.565 state no maximum delay, plan amendment, or postfiling abandonment filing; agreement controls abandonment. Cross-type: filing or ≤90-day later date/time; plan/same approval controls amendment/abandonment, protected changes return to affected holders, and delayed filed statement needs pre-effect Statement of Abandonment. General cross-type correction relates back except against adverse reliance (§§ 10.50.510(c), .520(5), .535; 10.55.204-.205, .605) |
Both tracks continue/create survivor, end nonsurvivors, vest property, attach liabilities, preserve proceedings and lawful rights, and convert interests; LLC-only Articles dissolve nonsurvivors and preserve creditor rights/liens. Cross-type also binds organic-record changes, limits old/new holder liability, avoids dissolution/winding up, and cancels nonsurviving foreign qualification (§§ 10.50.530, .545, .550, .555, .560, .565; 10.55.206) |
Chapter 10.50 provides no express appraisal/dissent process. Cross-type holder gets statutory dissent only if source organic law supplies it for comparable merger, subject to permitted limit; organic rules/plan may create contractual dissent using corporate procedure if source law lacks one. Creditors/liens preserved in LLC-only route. Foreign survivor appoints Alaska department or commissioner for covered process (§§ 10.50.520(8), .560; 10.55.109, .206(e)) |
No parent-subsidiary/ownership-threshold shortcut in either merger track. Entity Transactions Act is nonexclusive but expressly excludes Chapter 10.50 LLC-only mergers and listed financial institutions, insurers, BIDCOs, cooperatives, public corporations, and municipalities. Charitable property cannot be diverted without any required court order (§§ 10.55.104(b), .106, .110, .201(c)) |
| Arizona verified 2026-09-11 | Two statutes interlock. Article ten of the LLC Act is the gateway: under § 29-4003 a domestic LLC may undertake a merger by adopting a plan and complying with that article and with article two of chapter six, the Arizona Entity Restructuring Act, and except as article ten expressly provides, the effect of the transaction and every other aspect of it are governed by chapter six. § 29-4001 borrows chapter six vocabulary for article ten except where the LLC Act defines a term itself, and § 29-4005 supplies the termination and publication consequences. § 29-2201 is the operative authorization. There is no separate LLC merger code. |
§ 29-2201 permits one or more domestic entities to merge with one or more domestic or foreign entities, and the defined term entity in § 29-2102 reaches corporations, partnerships, limited partnerships, limited liability companies and business or statutory trusts, so cross-type mergers are ordinary rather than exceptional. A foreign entity may be a merging entity or the surviving entity only if the merger is authorized by the law of its jurisdiction of organization. § 29-2207 gives that condition teeth: a merger the foreign jurisdiction never authorized is ineffective. |
§ 29-2202 requires a plan in a record. It must identify the merging and surviving entities, state the terms and conditions, and set out the manner of converting interests into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of them, so cash and third-party paper are permitted consideration. The plan carries the survivor organizational documents and any amendments, and may contain any other provisions not prohibited by law. § 29-3105 bars an operating agreement from varying the required contents of a plan of merger. |
§ 29-4004 requires that a plan be approved by all the members of the company entitled to vote on or consent to any matter. That unanimity is a default rather than a floor: § 29-3105 provides that where the operating agreement conflicts with the LLC Act the operating agreement governs, and the fourteen matters it places beyond the reach of an operating agreement do not include the approval threshold. § 29-2203 routes approval first to the requirements, if any, in the constituent governing statute and organizational documents, falling back to all interest holders only where neither provides for approval. A foreign constituent approves under its own law. |
Neither merger article prescribes a meeting, a notice period or a record date for member action. § 29-4004 speaks only of members entitled to vote on or consent to any matter, and § 29-3105 leaves those mechanics to the operating agreement. One consent is separate and statutory: § 29-2203 requires a consent in a record from each interest holder of a domestic merging entity who will have interest holder liability for obligations arising after the merger becomes effective, unless two escape conditions are both satisfied. § 29-2102 supplies the definitions of interest holder liability and of a record. |
§ 29-2205 requires a statement of merger signed on behalf of each merging entity, with ten content items, and where a new statutory agent is appointed the agent must sign a statement accepting the appointment that is attached to the filing. Under § 29-2102 the appropriate filing authority for a limited liability company is the commission, while limited partnerships and limited liability partnerships file with the secretary of state. § 29-4005 makes the statement serve as the articles of termination for a domestic LLC that is not the surviving entity, and routes any articles of organization amendment carried in the statement to publication or database input. |
§ 29-2205 makes a merger effective on delivery unless the statement sets a later date and time, which may not be more than ninety days after delivery, and permits the signed plan to be delivered for filing instead of a statement with the same effect. § 29-2204 allows amendment in the manner the plan provides or, absent that, in the same manner the plan was approved, preserving a separate vote on changes to consideration, to the survivor organizational documents, or to any term that would adversely affect an interest holder in a material respect. Abandonment is unrestricted before filing; afterward the plan may be abandoned only if the statement set a delayed effective date, and a statement of abandonment must then be filed. |
§ 29-2206 carries the whole estate across by operation of law. All property, including rights, privileges, immunities and powers, of each merging entity automatically vests in the survivor without assignment, reversion or impairment, and all obligations automatically become the survivor obligations without assignment, assumption or delegation, so no bill of sale or assumption agreement is needed. Each merging entity that is not the survivor ceases to exist, the survivor is substituted in pending proceedings, and the Arizona registration of a departing foreign merging entity is automatically revoked or canceled. |
This is where Arizona departs sharply from most states. § 29-4002 gives a member of a domestic LLC contractual appraisal rights only, to the extent provided in the operating agreement or the plan. That starves the hook in § 29-2109, which confers appraisal only where the holder would have been entitled to it under the entity governing statute, and the LLC Act confers none; where a contractual right does exist and no procedure is supplied, title ten, chapter thirteen applies to the extent practicable. § 29-2206 confines interest holders to their plan rights plus any appraisal rights, and makes a foreign survivor serviceable in Arizona for obligations of a domestic merging entity, including obligations arising out of the exercise of appraisal rights. § 29-2207 adds good-faith responsibility to third parties when an attempted merger proves ineffective. |
Arizona has no short-form parent-subsidiary merger. Article two runs from § 29-2201 through § 29-2207 and supplies a single route regardless of how much of the subsidiary the parent owns, so a wholly owned merger still needs a plan, member approval and a filing. The chapter is expressly nonexclusive: § 29-2106 provides that the fact a transaction under the chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by other Arizona law, and § 29-4003 preserves an LLC power to acquire all or part of the interests of another entity through a voluntary exchange or otherwise. |
| Arkansas verified 2026-09-12 | Arkansas Uniform LLC Act, Ark. Code tit. 4, ch. 38, subch. 10, pt. 2, §§ 4-38-1001 to -1006 and -1021 to -1026; statutory merger; separate interest-exchange, conversion, and domestication parts; Chapter 38 governs all Arkansas LLCs (§ 4-38-110) |
Arkansas LLC may merge with domestic/foreign business or nonprofit corporation, GP/LLP, LP/LLLP, LLC, cooperative, nonprofit association, statutory/business/common-law trust, or other separate legal/realty-holding person into a domestic/foreign survivor; foreign law must authorize (§§ 4-38-1001(11), -1021) |
Record plan gives party/survivor names, jurisdictions/types; interest conversion into interests, securities, obligations, money, property, or acquisition rights; existing-survivor public/private amendments or new-survivor public record/full recorded private rules; other terms and required provisions (§§ 4-38-1005, -1022) |
Default all Arkansas LLC members entitled to vote/consent; operating agreement may vary ordinary votes but not required plan contents or the affected-member liability right. Other domestic/foreign entities approve under organic law (§§ 4-38-105, -1023) |
No merger-specific notice period; member action may occur without meeting, with signed proxy/agent appointment. Each member gaining postmerger interest-holder liability separately approves in a record unless the recorded-agreement/qualifying-assent exception applies (§§ 4-38-407(d), -1023(a)(2)) |
Every party signs and delivers a Secretary of State Statement naming parties/survivor and jurisdictions/types, stating approvals, and including domestic-survivor public amendments or attached new public record/LLP qualification. A compliant all-party-signed plan may substitute; authorized LLC person or agent signs (§§ 4-38-203, -1025) |
Arkansas LLC survivor: Statement effect; other survivor: later of organic-law and Statement times. Filing or stated time/date ≤90 days. All parties amend unless plan varies; protected material changes retain member vote; plan/original approval controls abandonment and postfiling Statement is required. Correction relates back subject to reliance (§§ 4-38-207, -209, -1024 to -1025) |
Survivor continues/is created; nonsurvivors cease; property, debts/liabilities, proceedings, rights/powers/purposes, organic records, and interests pass or take effect; no dissolution right by default. Nonsurviving foreign registration cancels, while some registered-foreign-LLC mergers require transfer of registration (§§ 4-38-909, -1026) |
No automatic statutory LLC appraisal/dissent right; contractual appraisal only to extent the operating agreement or plan provides. Debts continue, prior holder liability is preserved, and a foreign survivor is subject to Arkansas process for domestic-LLC debts (§§ 4-38-1006, -1026(c)-(e)) |
No parent-subsidiary/ownership-threshold route in pt. 2; subchapter is nonexclusive. Other law remains applicable, required agency approval still controls, and charitable assets cannot be diverted without any required court order (§§ 4-38-1002 to -1004, -1021 to -1026) |
| California verified 2026-09-10 | Cal. Corp. Code §§ 17710.10-17710.19 (RULLCA Article 10), with dissent in Article 11 (§§ 17711.01-17711.14) and voting mechanics in § 17704.07. The statute's only label is “merger”; it uses no “consolidation” term. Conversion sits in a separate article (§§ 17710.01-.09) and is outside this answer (§ 17710.10) |
Two or more domestic and foreign LLCs may merge into one LLC or foreign LLC, but a surviving LLC requires at least one constituent domestic LLC. LLCs may also merge with “other business entities” into either form. Domestic other business entities must be authorized by their own organizing law; a foreign survivor's law must authorize the merger and a foreign corporate party must be authorized by its own law (§ 17710.11) |
An “agreement of merger” states terms and conditions; names and places of organization of the survivor and each disappearing entity (survivor name may change, subject to § 17701.08); the manner of converting membership interests into interests, cash, property, rights, or securities, or cancellation without consideration; survivor articles amendments; other constituents' required terms including § 1113(b) for a domestic corporation; and any desired terms. Same-class interests are treated equally absent class consent, and the agreement may amend or adopt the survivor's operating agreement effective at the effective time (§ 17710.12(a),(b),(e)) |
All managers and a majority of the members of each class of membership interests of each constituent LLC, unless the operating agreement requires a greater approval. The merger subdivision states no separate no-manager rule. The right to vote on a merger cannot be taken away by the articles or operating agreement, and members vote in proportion to interests in current profits if those documents are silent. Each constituent other business entity approves under its own organizing law; a parent or other person may join as a party (§ 17710.12(a); § 17704.07(r),(t)) |
Meeting notice runs 10 to 60 days and must state place, date, hour, electronic means, and the general nature of the business; no other business may be transacted. Notice is waived by written waiver, consent, minutes approval, or unobjecting attendance. Written consent works if signed within 60 days of the record date by the meeting-equivalent minimum, and a less-than-unanimous written-consent merger requires notice at least 10 days before consummation. If members would become personally liable, all members of that LLC must approve the principal terms unless the agreement gives all members Article 11 dissenters' rights (§ 17704.07(h),(j),(l),(n); § 17710.12(a)) |
A certificate of merger on a Secretary of State form states each constituent's name and file number with survivor and disappearing entities identified; the class vote statement; survivor articles changes (operating as a certificate of amendment); a future effective date; a foreign or other-entity survivor's full name, type, jurisdiction, and principal business address; and other constituents' required items. Domestic constituent LLCs sign and acknowledge through all managers, or if none all members, unless articles or the operating agreement allow fewer. A corporate survivor in a merger with a domestic corporation files the agreement of merger with § 1113(g)(1) attachments instead. Paper filings use Form OBE MERGER-1 at $150.00 plus an optional $5.00 certification; the Secretary of State's LLC forms page lists $70.00 to $150.00 for the merger row (§ 17710.14(a),(b); SOS) |
Effective on filing with the Secretary of State unless the certificate or agreement states a future effective date, which must be a date certain no more than 90 days after filing. Before filing, the agreement may be amended with the same approval as the original, and principal-term changes require that same manner and extent plus each other constituent entity's approval. Managers and members may abandon the merger at any time before it is effective, subject to third-party contractual rights and without further membership-interest approval. Article 10 states no merger-specific correction rule; the SOS LLC forms page lists a general Certificate of Correction (Form LLC-LP-11, $30.00). A certified copy of the certificate is conclusive evidence of the merger (§ 17710.14(a)(4); § 17710.15; § 17710.12(c),(d); SOS) |
Disappearing entities' separate existence ceases and the survivor succeeds without other transfer, act, or deed to all rights and property and becomes subject to all debts and liabilities as if it had incurred them. Pending actions may be prosecuted to judgment binding the survivor or the survivor substituted. The merger filing operates as a certificate of cancellation for each disappearing LLC with no Article 7 dissolution step, cancels a registered foreign disappearing LLC's registration, and surrenders a qualified foreign disappearing corporation's right to transact intrastate business. A certified certificate or agreement recorded with the county recorder evidences record ownership of California real property. The survivor keeps the agreement and must deliver a copy on request at its own expense; that right cannot be waived. The survivor assumes the disappearing entity's California return-filing and tax-payment obligations (§§ 17710.16, 17710.14(c),(d), 17710.17(d), 17710.18, 17710.12(f), 17710.19) |
A merger is an Article 11 “reorganization.” When approval of outstanding membership interests is required, a member may require cash purchase at fair market value measured the day before the first announcement, if the interest meets the listing, record-date, no-favorable-vote, demand, and submission conditions. The LLC mails notice of approval within 10 days with its price offer; demand comes within 30 days of that notice (or by the meeting date for listed interests), with submission for endorsement within 30 days, agreed-price payment within 30 days with legal-rate interest, and a six-month superior court complaint if price or status is disputed. Article 11 applies to LLCs formed on or after January 1, 2014 and by election, but not where the operating agreement fixes the amount payable or where an LLC with 35 or fewer members has all members waive in writing. Creditors' rights and liens are preserved unimpaired against the survivor. A foreign survivor files a service agreement, an irrevocable appointment of the Secretary of State with a forwarding address, and an agreement to pay dissenters (§§ 17711.01-.06, 17711.13, 17711.14, 17710.16(b), 17710.17(f)) |
Article 10 supplies no short-form, parent-subsidiary, or certificate-of-ownership LLC merger route; §§ 17710.11-.19 govern all LLC mergers. The only 90-percent reference exempts a merger with an LLC controlling at least 90 percent of the voting membership interests from the unredeemable-interest rule, and that subdivision also yields to a Commissioner fairness approval under § 25142. A foreign survivor may run its proceedings under its own law, subject to Article 11 and, for a domestic constituent corporation or limited partnership, to §§ 1113, 1200, 1300, and 15911.20. An LLC may not do banking, issue insurance, assume insurance risks, act as a trust company, or render professional services, so those entities use other regimes. Tax, securities, antitrust, and regulatory approvals stay outside this answer (§§ 17710.10, 17710.12(b), 17710.13, 17710.17(a), 17701.04) |
| Colorado verified 2026-09-11 | Article 90, part 2 of title 7, headed Merger and Conversion of Entities, governs, and it is the only law that does. Article 80, the Limited Liability Company Act, once had its own part 10 headed Merger and Conversion at §§ 7-80-1001 to 7-80-1007; the table of contents still prints the heading, followed by the single word Repealed, the repeal having taken effect July 1, 2004. Nothing replaced it inside article 80. The operative sections are therefore § 7-90-203 for authority, § 7-90-203.3 for the plan, § 7-90-203.4 for approval, § 7-90-203.7 for the filing and effectiveness, § 7-90-204 for effects, § 7-90-204.5 for a foreign survivor, § 7-90-205.5 for abandonment and amendment, and § 7-90-206 for appraisal and borrowed restrictions. Because part 2 is written for every Colorado entity form at once, it speaks of entities, owners and owner's interests rather than of companies and members, and it repeatedly sends the reader back to the entity's organic statutes, defined at § 7-90-102(42) to include article 90 itself, the statute under which the entity is formed, and all other statutes governing its organization and internal affairs. A drafter who reads only article 80 will find no merger rule whatsoever. One historical provision worth knowing is gone: § 7-90-205, headed Scope of article - article not exclusive - repeal, is itself repealed, effective July 1, 2020, so the former express statement that part 2 was non-exclusive no longer appears in the code. Scope is merger. Conversion is a separate transaction under § 7-90-201, an exchange of owner's interests is separate under § 7-90-203.1, and part 2 provides no division and no domestication. |
§ 7-90-203 authorizes the transaction in three directions and imposes no same-form requirement. Subsection (1) lets one or more domestic entities merge into a domestic entity of a form the same as or different from any of the merging entities. Subsection (2) covers both cross-border directions at once: one or more domestic entities may merge into a foreign entity, or one or more foreign entities may merge into a domestic entity. The permitted counterparties are as wide as the definitions allow. Domestic entity at § 7-90-102(13) reaches a domestic corporation, general partnership, cooperative, limited liability company, limited partnership, limited partnership association, nonprofit association and nonprofit corporation, plus any other organization formed under a statute or common law of this state and recognized here as a separate legal entity; foreign entity at § 7-90-102(23) mirrors that list for other jurisdictions. Cross-type mergers are thus routine, and an LLC may merge with a corporation, a partnership or a nonprofit corporation without any special authorization. The cross-border route carries three conditions written into § 7-90-203(2): the merger must not be prohibited by the constituent documents or organic statutes of each foreign entity, each foreign entity must comply with all the requirements of its own constituent documents and organic statutes, and a foreign survivor must comply with § 7-90-204.5. Note that Colorado checks the foreign side's home law expressly, which many states leave implicit. Colorado keeps no separate consolidation concept: § 7-90-203 speaks only of merging into a surviving entity. |
A plan of merger is mandatory. § 7-90-203 conditions the whole transaction on a plan complying with § 7-90-203.3 and approved under § 7-90-203.4, and § 7-90-203.3(1) sets four required terms. The plan must state the entity name, or for an entity with no entity name the true name, the jurisdiction under whose law it is formed, and the form of entity, for each merging entity and again for the surviving entity; the terms and conditions of the merger, including the manner and basis of changing the owner's interests of each merging entity into owner's interests or obligations of the surviving entity or into money or other property in whole or in part; and any amendments to the constituent documents of the surviving entity to be effected by the merger. The consideration clause is deliberately wide, and the phrase in whole or in part permits a complete cash-out of a merging entity's owners. Owner's interest is defined at § 7-90-102(44) to include a membership interest in a limited liability company, so the conversion mechanics apply to LLC interests without adaptation. The plan is not filed. Only the statement of merger reaches the Secretary of State, and it need not attach or recite the plan. Where the merger amends the survivor's constituent filed document, § 7-90-203.7(1)(d) requires the statement of merger to say that an appropriate statement of change or other document effecting the amendments will be delivered for filing, and the Secretary of State's instructions confirm the amendment is filed separately, after the merger becomes effective, against the survivor's own record. |
The default is unanimity, and reaching that answer takes three steps because the statute never states a number for an LLC. § 7-90-203.4(2) supplies a five-rung cascade for every entity that is not a corporation, nonprofit corporation or cooperative. If the primary constituent documents expressly provide for approval of a plan of merger, those provisions govern, so a well-drafted operating agreement sets the threshold directly. If they provide only for approval of a plan of exchange, the exchange rule is borrowed. If neither applies, approval follows the provision of the entity's organic statutes with the most stringent terms for approval of another transaction in the section, and failing that the provision with the most stringent terms for approval of an amendment to the primary constituent documents. For a Colorado LLC that fourth rung lands on § 7-80-209(1.5), which provides that an amendment to the articles of organization is invalid unless approved by all of the members or in such other manner as may be provided in the operating agreement. Behind it § 7-90-203.4(2)(e) is an independent backstop: if no earlier rung applies, approval is by all of the owners of the merging entity. Either path produces unanimity for a silent company, and the legislature confirmed that reading in 2026 when it wrote § 7-80-1204(1)(c), which requires an artist company election to be approved by the vote required to amend the articles under the operating agreement or, if the agreement does not specify, by the unanimous consent of all members. § 7-90-203.4(3) adds that the applicable provisions include preliminary approval by managers for submission to owners, notices, quorum, voting and consent by owners or third parties, and defines most stringent as the highest voting requirement. The threshold is fully waivable through the operating agreement under § 7-80-108(1)(a), subject to § 7-90-203.4(4), which forbids a primary constituent document from containing any provision proscribed by the organic statutes. Other constituents approve under their own law: a corporation under § 7-111-103, whose subsection (5) requires a majority of all the votes entitled to be cast by each voting group unless a greater vote is required, a nonprofit corporation under § 7-131-102, and cooperatives under §§ 7-56-602, 7-55-112 and 7-58-1606. |
Colorado prescribes no meeting, no notice, no quorum and no record date for an LLC merger vote, and the absence is deliberate rather than accidental. Article 80 once contained the full apparatus, and the table of contents still lists it: § 7-80-707 Meetings of members, § 7-80-708 Quorum of members - vote required, § 7-80-709 Notice of members' meetings, § 7-80-710 Waiver of notice and § 7-80-711 Action by members without a meeting. Every one of the five is followed by the word Repealed, each repealed by L. 2004 effective July 1. What survives is § 7-80-706, which provides that subject to the provisions of the article requiring majority or unanimous consent, vote or agreement, the operating agreement may grant members the right to consent, vote or agree on a per capita or other basis upon any matter, and that any member may vote in person or by proxy. So the machinery is whatever the operating agreement says it is, and unanimous written consent without any gathering satisfies the statute. The contrast with the corporate track matters whenever a corporation is a constituent: § 7-111-103 requires the board to submit the plan to shareholders, to recommend it absent a conflict or special circumstance, and to give notice under § 7-107-105 stating that a purpose of the meeting is to consider the plan and containing or accompanied by the plan or a summary. None of that reaches the LLC constituent, though § 7-90-203.4(3) will import notice and quorum provisions if the operating agreement or organic statutes supply them. Colorado also has no provision requiring the separate consent of a member who would become personally liable as a result of the merger, a protection many states write into their merger articles; part 2 simply does not address it. What it addresses instead is the reverse question, backward-looking: § 7-90-204(1)(b) leaves an owner who was liable for a merging entity's obligation solely by reason of being an owner, but who will not be liable for the survivor's obligations, still liable for obligations incurred before the merger unless the contract giving rise to the obligation provides otherwise. |
The filing is a statement of merger delivered to the Secretary of State, and whether it is mandatory turns on paperwork history. Under § 7-90-203.7(1), if any merging entity is one for which a constituent filed document has been filed by the Secretary of State, the survivor shall deliver a statement of merger; under subsection (2), if no merging entity has such a document, the survivor may deliver one. Since a Colorado LLC exists only on filed articles of organization, the mandatory branch applies to essentially every LLC merger. Required contents under subsection (1) are the entity name or true name of each merging entity with its principal address, jurisdiction of formation and form of entity; the same particulars for the survivor; a statement that each merging entity is merged into the survivor; a statement, if the plan provides for amendments to any constituent filed document of the survivor, that an appropriate statement of change or other document effecting the amendments will be delivered for filing; and any other matters the survivor determines to include. Signers are the surprise. § 7-90-301(2) provides that notwithstanding any other provision of the title requiring a signature or execution, no such signature or execution shall be required as a condition to filing. What replaces it is § 7-90-301.5, under which the individual causing the document to be delivered affirms, under penalty of perjury, that the document is that individual's act and deed or is believed in good faith to be the act and deed of the person on whose behalf it is delivered, that the facts stated are believed in good faith to be true, and that the document complies with part 3, the constituent documents and the organic statutes. § 7-90-301(8) requires the document to state the true name and mailing address of at least one such individual. Other part 3 rules apply in full: the document must contain all information required and, unless otherwise provided, no other information; it must be in English; it must state the section pursuant to which it is delivered; it must include any required form or cover sheet; and it must be accompanied by all required fees. § 7-90-302 lets the Secretary of State require a form, deems the form part of the filed document, and provides that information in the form controls over contrary information elsewhere in the document. The office is the Colorado Secretary of State, and the published fee for a merger statement is one hundred fifty dollars, listed as paper only with no online option, against fifty dollars to organize an LLC; expedited service adds one hundred fifty dollars. The official instructions require a typewritten form, reject handwritten filings, require the eleven-digit identification number for each Colorado entity, require a street principal office address that cannot be a post office box, direct filers with more than three merging entities to use an attachment, and route a foreign survivor to a different form. A new 2026 rule bears directly on filing risk: § 7-90-303(5), added by House Bill 26-1088 effective August 12, 2026, provides that if payment is not successfully processed, including reversal of an electronic payment, the document has not been successfully filed notwithstanding the time or date initially stamped on it, and the Secretary of State may void the document or remove it from the online filing system. |
§ 7-90-203.7(3) sets the order of operations: the merger becomes effective as specified by the organic statutes; if the organic statutes do not specify an effective date, it takes effect when the statement of merger becomes effective under § 7-90-304, or, where no statement is required, at the time and date determined by the owners of the merging entity. Article 80 specifies no merger effective date, so for an LLC the § 7-90-304 rules govern. A filed document with no stated time is effective at the time of filing on the date filed; a stated time takes effect at the later of that time or actual filing. A delayed effective date is permitted, but two limits bind: if a date is stated without a time the document is effective at 11:59 p.m. on that date, and a date later than the ninetieth day after filing is pulled back to 11:59 p.m. on the ninetieth day. The document may also state the order in which its matters are deemed to have occurred. Abandonment is governed by § 7-90-205.5(1)(a): the transaction may be abandoned, subject to contractual rights, in accordance with the procedure stated in the plan, and where a statement of merger stating a delayed effective date has already been filed, the transaction is prevented from taking effect by delivering a statement of change, before the effective date, stating that the transaction has been abandoned. § 7-90-304(3) supplies a parallel route, letting a person to which a delayed-effective filed document relates deliver a statement of correction revoking it on or before the earlier of the stated effective date or the ninetieth day. Amendment of the plan is permitted by § 7-90-205.5(1)(b) in accordance with the procedure stated in the plan, but three changes are off limits: the amount or kind of owner's interests, other securities, cash or other property to be received under the plan; the primary constituent documents of a party, except for changes the organic statutes permit; and any other term or condition if the change would adversely affect the owners in any material respect. Post-filing errors are corrected under § 7-90-305, which reaches information that was incorrect when the document was delivered and also permits revocation of a document delivered in error. A statement of correction is generally effective on the effective date of the document it corrects, except as to persons who relied before correction and were adversely affected, for whom it is effective when filed; and it may not itself state a delayed effective date. Circumstances arising after filing are handled instead by a statement of change under § 7-90-305.5. |
§ 7-90-204(1)(a) is the effects provision and it is unusually explicit. Every merging entity merges into the survivor and the separate existence of every merging entity ceases. All rights, privileges, including specifically the attorney-client privilege, and powers of each merging entity, all real, personal and mixed property, all obligations due to each merging entity and all other things and causes of action vest as a matter of law in the survivor. Title does not revert and is not impaired, except that all rights of creditors in and all liens upon any property are preserved unimpaired in the same property, however held. All obligations attach as a matter of law to the survivor and may be fully enforced against it. Two sentences repay attention. A merger does not constitute a conveyance, transfer or assignment, which is the provision to cite against an anti-assignment clause or a transfer tax; but the statute immediately adds that nothing in the section affects the validity of contract provisions or of reversions or other title limitations that attach conditions or consequences specifically to mergers, so a change-of-control clause drafted to name mergers still bites. The express naming of the attorney-client privilege settles a question litigated elsewhere. § 7-90-204(1)(c) provides that no merging entity must wind up its affairs, pay obligations or distribute assets, that the merger is not a dissolution or liquidation, and that payments in cash or in kind to owners are not a dividend, liquidating distribution or other distribution giving rise to contractual distributional preference rights. Registration effects fall on a foreign survivor. Under § 7-90-204.5(1)(c) it must comply with part 8 of article 90 if it is to transact business or conduct activities in this state, and § 7-90-801(1) provides that a foreign entity shall not transact business here except in compliance with part 8 and not until its statement of foreign entity authority is filed, subject to the long safe harbor list in subsection (2) covering such activities as defending a proceeding, holding owner meetings, maintaining bank accounts, selling through independent contractors, creating or acquiring indebtedness and security interests, owning property without more, and isolated transactions completed within thirty days. |
Colorado gives LLC members no statutory appraisal or dissent right, and the reason is structural rather than an oversight. § 7-90-206(1) does not create appraisal rights; it borrows them, providing that to the extent any organic statute or the common law expressly prohibits or restricts an entity's right to merge, grants appraisal rights, or imposes any requirement, a merger under part 2 is subject to that restriction, entitles the owners to those appraisal rights, and is subject to that requirement. Article 80 contains no appraisal or dissenters' rights provision anywhere; the words do not appear in the Limited Liability Company Act. The borrowing therefore returns nothing for an LLC-to-LLC merger, and an objecting member's only remedy is whatever the operating agreement creates. The picture changes when a corporation is a constituent, because article 113 then supplies the right on the corporate side: § 7-113-102(1)(a) entitles a shareholder to appraisal on consummation of a merger where shareholder approval is required by § 7-111-103 and the shareholder is entitled to vote, or where the corporation is a subsidiary merged with its parent under § 7-111-104, subject to the market-out limits in subsection (2). That right belongs to shareholders of the corporate constituent, not to the LLC's members. § 7-90-206(3) then closes the circle: unless the plan provides otherwise, an owner who consents to the merger, or who in a transaction where appraisal rights apply neither consents nor exercises them, becomes an owner of the surviving entity and is deemed a party to and bound by the survivor's constituent operating document. Creditors are protected by the lien and enforcement language of § 7-90-204(1)(a) rather than by any notice or approval right; there is no creditor notice step. A foreign survivor must, under § 7-90-204.5(1)(a), either appoint and maintain a Colorado registered agent under part 7, whether or not otherwise required, to accept service in any proceeding to enforce obligations or the rights of shareholders seeking appraisal, or be deemed to have authorized service by mailing under § 7-90-704(2); and under subsection (1)(b) it must promptly pay shareholders seeking appraisal rights in each domestic constituent the amount, if any, to which they are entitled. § 7-90-704(2) perfects service by registered or certified mail, return receipt requested, to the principal address, at the earliest of actual receipt, the date on a receipt signed on the entity's behalf, or five days after mailing. |
Colorado provides no short-form merger for a limited liability company. Part 2 of article 90 contains no ownership threshold that dispenses with the owner vote, so merging a wholly owned subsidiary LLC into its parent still requires a plan, the § 7-90-203.4 approval and a statement of merger. The one short-form route in title 7 is corporate and stays corporate: § 7-111-104 lets a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation merge the subsidiary into itself or itself into the subsidiary, with no vote of the subsidiary's shareholders, a copy or summary of the plan delivered to each non-parent subsidiary shareholder who does not waive delivery in writing, and an effective date no earlier than the waiver date or ten days after delivery. Both the parent and the subsidiary must be corporations; an LLC on either side takes the transaction outside the section. A companion provision, § 7-111-104.5 Statement of merger or conversion - repeal, is itself repealed. The former express non-exclusivity statement is also gone with the repeal of § 7-90-205 effective July 1, 2020. Nearby transactions are separate rather than variant: conversion under § 7-90-201, and an exchange of owner's interests under § 7-90-203.1, which is filed on its own statement under § 7-90-203.8 and which by its subsection (3) does not limit an entity's power to acquire owner's interests in a transaction other than an exchange. One new boundary arrived in 2026. Senate Bill 26-133 added part 12 of article 80, the Colorado Artist Company Act, effective August 12, 2026, creating an artist company: an LLC with a stated artistic mission whose artist owners must hold not less than fifty-one percent of all voting securities at all times. § 7-80-1223(2) provides that an artist company is a domestic limited liability company for all purposes under article 80, so it merges under the ordinary part 2 rules; but § 7-80-1205 provides that part 12 controls over conflicting article 80 provisions and that, notwithstanding § 7-80-108, the fifty-one percent ownership requirement may not be altered in an operating agreement, which constrains any merger that would move ownership below the floor. § 7-80-1222 confirms part 12 does not affect law applicable to an LLC that is not an artist company. The status is not yet operational as a filing matter: § 7-80-1224 gives the Secretary of State until July 1, 2027 to make the changes necessary to implement part 12, including accepting articles filed under it, and that implementation section repeals itself July 1, 2028. |
| Connecticut verified 2026-09-12 | Connecticut Uniform LLC Act §§ 34-279 to -279k for LLC-only merger; Connecticut Entity Transactions Act §§ 34-600 to -616 for cross-type merger; interest exchange, conversion, and domestication are separate |
LLC-only: 2+ domestic/foreign LLCs into domestic/foreign LLC. Cross-type: domestic/foreign business/nonprofit corporation, partnership/LLP, LP/LLLP, LLC, business/statutory trust, nonprofit association, cooperative, or other separate legal entity, subject to regulated/religious and same-type exclusions (§§ 34-279h, 34-600(12), 34-608, 34-611) |
Record plan names/types and survivor; terms; conversion into interests/securities/obligations/acquisition rights, cash/property; and new/amended survivor public and record-form private organic rules. Cross-type also adds jurisdictions and other-law/rules terms; external facts allowed (§§ 34-279e, -279h; 34-605, 34-612) |
Connecticut LLC default two-thirds in interest; certificate/operating agreement may vary LLC-only route, and organic rules/law control cross-type route. Foreign/other parties use governing law; unanimous interest-holder approval is an alternate CETA safe harbor (§§ 34-255f(b)-(c), -279i; 34-606, 34-613) |
No merger-specific meeting-notice period; member action may occur without meeting and signed proxy/agent allowed. Cross-type merger requires record consent from each newly liable holder unless qualifying recorded organic rules and assent/after-adoption status apply; LLC-only sections state no equivalent (§ 34-255f(d); § 34-613(a)(2)) |
Every merging entity signs $60 Secretary of State Certificate. Both routes name parties/survivor, jurisdictions, effect, approval, public survivor records, and foreign-survivor process address; LLC-only adds created-survivor statement and other-law items, while cross-type adds entity types (§§ 34-247b, -279j; 34-615; SOTS fee schedule) |
Filing or stated date/time ≤90 days. LLC-only: plan or original consent controls amendment/abandonment; delayed record may be withdrawn; correction handles inaccuracies/defects. Cross-type: protected amendment votes, same-route abandonment, and mandatory Certificate of Abandonment after filing/before effect (§§ 34-247f to -247h, -279i; 34-614 to -615) |
Survivor continues/is created; nonsurvivors cease; property, liabilities, proceedings, rights/powers/purposes, plan terms, public/private records, and interests continue or take effect; no default dissolution. Cross-type cancels nonsurviving foreign qualification (§§ 34-279k; 34-616) |
No statutory appraisal right for an LLC member; organizational rules/plan may create contractual rights, with corporate procedure applied where needed. Liabilities continue; unqualified foreign survivor appoints Secretary of State for enforcement and supplies process address (§§ 34-279f, -279j(7), -279k(b)-(c); 34-607, -615(b)(8), -616(e)) |
No parent-subsidiary/ownership-threshold route in either merger part; both statutes are nonexclusive. LLC-only professional-services merger requires compatible professional LLCs; CETA excludes listed insurers, banks, credit unions, utilities, religious entities, same-type mergers, and incompatible professional results (§§ 34-279d, -279g; 34-604, -608) |
| Delaware verified 2026-09-12 | Delaware Limited Liability Company Act, 6 Del. C. §§ 18-209 to -211, supported by general filing § 18-206 and voting § 18-302; calls the routes merger and consolidation. Section 18-209(h) lets the LLC agreement remove the company's merger/consolidation power |
One or more domestic LLCs may combine with domestic/foreign LLCs or broadly defined other business entities—corporations, statutory/business/common-law trusts, associations, REITs, and incorporated/unincorporated entities, including general/limited partnerships—with the agreement-selected LLC or other entity surviving/resulting (§ 18-209(a)-(b)) |
Ordinary route uses an agreement of merger/consolidation; § 18-209 states no enumerated minimum agreement terms. Interests may become or remain cash, property, rights, securities, or interests of survivor/result, another entity, or be canceled. Agreement/plan may amend or replace survivor's LLC agreement; certificate may amend survivor's formation certificate or attach a new one for a consolidation (§ 18-209(b), (c)(4)-(5), (f)) |
Unless LLC agreement provides otherwise, members owning >50% of all members' then-current percentage/other profit interests approve each domestic LLC. Companies with original formation certificate effective on/before July 31, 2015 retain that sentence's July 31, 2015 version unless agreement says otherwise. Other constituents approve/execute under their applicable law and governing records (§ 18-209(b)-(c)) |
LLC agreement controls meeting notice, waiver, record date, quorum, proxy, and consent rules; no statutory notice period. Unless agreement varies, meeting-equivalent minimum may act without meeting, prior notice, or vote by writing, electronic transmission, or other lawful means. Merger provisions state no separate new-personal-liability consent (§§ 18-302(c)-(d), 18-209) |
Survivor/result files Certificate of Merger or Consolidation with Secretary of State; when Delaware LLC survives/results, ≥1 authorized person executes. State every constituent name/jurisdiction/type, approval/execution, survivor, LLC formation-certificate changes/new attachment, certain delayed time, plan location/free-copy terms, and qualifying non-Delaware survivor's process agreement/address. Compliant agreement may substitute for certificate (§ 18-209(c), (e)) |
Filing unless certificate states a date/time certain, capped at day 180. Despite approval, agreement/plan may be amended or terminated only under a provision it contains; no separate default abandonment rule. Filed certificate may be corrected or nullified for inaccuracy or defective/ erroneous execution, relating back except for substantially/adversely affected persons (§§ 18-206(b), 18-209(b), (d), 18-211) |
Rights/powers/property/debts due and causes vest in survivor/result; realty title does not revert; creditor rights/liens remain; debts/liabilities/duties attach and remain enforceable. Merger needs no winding up and is not dissolution; filing cancels a nonsurviving domestic LLC's formation certificate and effects listed survivor certificate amendments (§§ 18-209(e), (g), 18-206(b)) |
No statutory appraisal right unless LLC agreement, merger/consolidation agreement, or plan provides one; Chancery hears any created appraisal right. Creditor rights/liens stay unimpaired. A survivor/result outside named Delaware entity forms states Delaware-process consent, appoints Secretary of State, and gives mailing address (§§ 18-209(c)(9), (g), 18-210) |
Domestic LLC owning ≥90% of every otherwise-voting stock class of corporation(s), including ≥1 Delaware corporation, may use plan plus Certificate of Ownership and Merger to merge subsidiary corporation(s) into itself or itself/them into another corporation; no LLC-to-LLC shortcut. Section 18-209(f) preserves other agreement/law means, while § 18-209(h) permits an agreement-level merger prohibition (§ 18-209(i)) |
| District of Columbia verified 2026-09-12 | D.C. Uniform LLC Act, §§ 29-809.01 to -.05, governs LLC-only “merger”; § 29-809.02(c) sends merger with another entity form to Title 29, Chapter 2, §§ 29-201.01 to 29-202.06. Conversion, domestication, and interest exchange are separate and excluded |
LLC-only: D.C./foreign LLCs, if every other LLC's law authorizes/not prohibits and it complies. Cross-type: domestic/foreign entities into domestic/foreign survivor; “entity” includes corporations, partnership/LLP, LP/LLLP, LLCs, cooperatives, nonprofit associations, statutory/business/ common-law business trusts, and other separate legal persons, but excludes individuals, donative/charitable trusts, estates, and government (§§ 29-101.02(10), 29-202.01, 29-809.02) |
Both plans in a record identify parties and survivor/new status; state terms; convert interests into money, survivor interests/securities/ obligations/rights or other property; and include new-survivor public/ recorded private organic records or preexisting-survivor amendments. Cross-type adds jurisdiction/type and law/rules-required terms; external facts allowed if operation specified (§§ 29-201.07, 29-202.02, 29-809.02(b)) |
LLC-only text defaults to all members; operating agreement generally governs internal relations and Chapter 8 fills gaps. Cross-type applies each domestic entity's organic merger rule and foreign entity's law, with all eligible holders as fallback. Unanimous-holder alternative unless organic law/rules say otherwise (§§ 29-201.08, 29-202.03, 29-801.07, 29-804.07(c)(4)(B), 29-809.03(a)) |
No fixed LLC merger meeting-notice, waiver, quorum, or consent-form rule; member action may occur without meeting and signed record may appoint proxy/ agent. Cross-type interest holder acquiring postmerger liability approves in a record unless recorded fewer-than-all merger rule was approved by that holder or predated admission; operating agreement cannot restrict this right (§§ 29-202.03(a)(2), 29-801.07(c)(10), 29-804.07(d)) |
LLC-only: every company signs/delivers Articles to Mayor; name companies/ governing laws and survivor, new status, effective date, new certificate or existing amendments, approvals, unregistered foreign survivor office, and other-law additions. Cross-type: every entity signs Statement to Mayor; name nonsurvivors/survivor and jurisdiction/type, approval, ≤90-day time, public-record amendment/attachment, and unregistered-foreign address; signed compliant plan substitutes. Authorized person signs LLC record; agent may sign (§§ 29-102.01(a),(e), 29-202.05, 29-802.03, 29-809.04) |
Filing or stated time/date ≤90 days. LLC-only plan or same consent may amend/ abandon before Articles delivery. Cross-type plan/same approval controls, material protected changes return to holders, and after filing a Statement of Abandonment precedes effectiveness. General Statement of Withdrawal also prevents a filed record from taking effect; correction relates back except against adverse reliance (§§ 29-102.03-.05, 29-202.04-.05, 29-809.03(b), -809.04(d)) |
Both continue/create survivor, end nonsurvivors, vest property, continue debts/liabilities, proceedings and lawful rights/powers/purposes, and effect plan/public-organic changes without dissolution/winding-up rights. Cross- type also binds private rules, converts interests, preserves old/new holder- liability boundaries, and cancels nonsurviving foreign registration (§§ 29-202.06, 29-809.05) |
LLC-only §§ 29-809.01 to -.05 provide no express appraisal/dissent process. Cross-type holder gets appraisal only if source organic law supplies it for comparable merger, subject to permitted limit; organic rules/plan may create contractual right using corporate procedure if source law lacks one. Debts continue; no separate lien clause. Foreign survivor accepts District process for covered liabilities (§§ 29-201.09, 29-202.06(e), 29-809.05(b)) |
No parent-subsidiary or ownership-threshold shortcut in either route. Chapter 2 is nonexclusive but does not govern LLC-only Subchapter IX mergers. Cross-type entity definition excludes individuals, predominantly donative/ charitable trusts, nonpartnership relationships, estates, and governments; charitable-asset rules may require Superior Court order (§§ 29-101.02(10), 29-201.04(b), -201.06, 29-202.01(c)) |
| Florida verified 2026-09-10 | Chapter 605, the Florida Revised Limited Liability Company Act, keeps LLC mergers in sections 605.1021 through 605.1026, which sit inside a larger entity-transactions part running from section 605.1001 through section 605.1072 that also carries interest exchange, conversion, and domestication. The vocabulary is merger only. Section 605.0102(42) defines "Merger" as "a transaction authorized under ss. 605.1021-605.1026," and the act has no separate consolidation route and no separate word for one. Section 605.0104 makes the law of Florida govern the internal affairs of a Florida LLC and the liability of a member as member and a manager as manager. Section 605.1001(1) keeps the part from displacing everything else: it does "not authorize an act prohibited by, and do not affect the application or requirements of, law other than" the part itself, and subsection (2) preserves change-of-control, takeover, business- combination, and control-share statutes on the terms stated there. Section 605.1004 adds that producing a result under the part "does not preclude the same result from being accomplished in any other manner authorized" by other law, so the statutory merger is a safe harbor rather than an exclusive path. Section 605.1005 lets a plan turn on facts ascertainable outside the plan, including an event or a determination or action by a person, if the plan specifies the manner in which those facts operate upon it. Section 605.1003 provides that a filing under the part signed by a domestic entity becomes part of the entity's public organic record where the entity's organic law so provides. |
Section 605.1021(1) authorizes both directions. One or more domestic limited liability companies "may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity," and "[t]wo or more foreign entities may merge into a domestic limited liability company." Subsection (2) lets a foreign entity be a party to the merger or the surviving entity "if the merger is authorized by the law of the foreign entity's jurisdiction of formation," so the other state's or country's law is a condition of the Florida transaction rather than an afterthought. Cross-type mergers are routine because section 605.0102(23)(a) defines "Entity" to include a business corporation, a nonprofit corporation, a general partnership including a limited liability partnership, a limited partnership including a limited liability limited partnership, a limited liability company, a real estate investment trust, and "[a]ny other domestic or foreign entity that is organized under an organic law." Paragraph (23)(b) then excludes an individual, a trust with a predominantly donative purpose or a charitable trust, an association or relationship that is not a partnership solely by reason of the cited partnership provision, a decedent's estate, and a government or governmental subdivision, agency, or instrumentality, so none of those can be a constituent. Section 605.0102(19) and (25) draw the domestic and foreign line purely by jurisdiction of formation, (24) defines a filing entity as one whose formation requires filing a public organic record, and (26) defines a foreign limited liability company. One subject-matter limit sits in section 605.1021(3): in a merger involving an LLC that is a not- for-profit company, "the surviving limited liability company or other business entity must also be a not-for-profit entity." |
Section 605.1022(1) requires a plan of merger that is "in a record" and that contains seven items. Paragraph (a) takes the name, jurisdiction of formation, and type of entity of each merging entity. Paragraph (b) names the surviving entity. Paragraph (c) states "the manner and basis of converting the interests and the rights to acquire interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing," which is the consideration term and is broad enough for cash, rollover equity, paper, or a mix. Paragraph (d) covers a survivor that exists before the merger, requiring any proposed amendments to or restatements of its public organic record and any proposed amendments to or restatements of its private organic rules that are or are proposed to be in a record, together with all such amendments or restatements effective at the effective date. Paragraph (e) covers a survivor created in the merger, requiring its proposed public organic record and the full text of its proposed private organic rules that are to be in a record. Paragraph (f) takes the other terms and conditions, and paragraph (g) sweeps in any provision required by the law of a merging entity's jurisdiction of formation or by that entity's organic rules. Subsection (2) permits any other provision not prohibited by law. Section 605.0102(58) identifies the public organic record form by entity type, including the articles of organization of a limited liability company and the articles of incorporation of a business corporation, while (55) defines private organic rules to include a corporation's bylaws and, for an LLC, its operating agreement. The operating agreement cannot thin this list: section 605.0105(3)(n) forbids an operating agreement from varying the required contents of a plan of merger under section 605.1022. |
Section 605.1023(1)(a) sets the default: a plan of merger is not effective unless approved, "[w]ith respect to a domestic merging limited liability company, by a majority-in-interest of the members." The phrase is a defined term and it does more work than it looks. Section 605.0102(37) gives a general meaning of more than 50 percent of the then-current percentage or other interest in the profits owned by all members, but then provides that "as used in ss. 605.1001-605.1072" it means, for a company with only one class or series, the holders of more than 50 percent of that profits interest owned by all members "who have the right to approve the merger," and, for a company "having more than one class or series of members, the holders in each class or series of more than 50 percent" of that interest owned by the members of that class or series who have the right to approve, "unless the company's organic rules provide for the approval of the transaction in a different manner." A multi-class Florida LLC therefore needs a majority-in-interest inside each class or series by default, and the measure is profits interest, not per capita heads and not capital accounts. Section 605.04073(1)(c) and (2)(d) point the same way from the management side, requiring the affirmative vote or consent of a majority-in-interest of the members to undertake a transaction under sections 605.1001 through 605.1072, in a member-managed company for any act and in a manager-managed company for an act outside the ordinary course, so appointing managers does not move the merger decision away from the members. Other constituents approve under their own law: section 605.1023(2) requires a domestic merging entity that is not an LLC to approve in accordance with its organic law, and section 605.1023(3) requires a foreign merging entity to approve in accordance with the law of its jurisdiction of formation. Agreement control is partial rather than total. Section 605.0105(3)(m) bars an operating agreement from varying a member's right to approve a merger under section 605.1023(1)(b), and (3)(n) bars varying the plan contents, but the section 605.1023(1)(a) majority-in-interest threshold is not on that non-waivable list, and section 605.0102(37)(b) expressly defers to organic rules that provide for approval in a different manner. |
Section 605.1023(4) requires that all members of each domestic LLC party who have a right to vote on the merger "must be given written notice of any meeting with respect to the approval of a plan of merger . . . not less than 10 days and not more than 60 days before the date of the meeting," and the same subsection allows that notification to "be waived in writing by the person or persons entitled to such notification." Section 605.1023(5) fixes the contents: the date, time, and place of the meeting; a copy of the plan of merger; "[t]he statement or statements required under ss. 605.1006 and 605.1061-605.1072 regarding the availability of appraisal rights, if any"; and the date the notification was mailed or delivered. Subsection (6) permits other information not prohibited by law. Subsection (7) supplies a four-part deemed-given rule keyed to the earliest of actual receipt, five days after deposit in the United States mail addressed to the member at the address in the company's books and records with prepaid postage affixed, the date on a signed return receipt for registered or certified mail, or the date given in accordance with the company's organic rules. A meeting is not required. Section 605.04073(4) allows an action requiring a member vote to be taken without a meeting "if the action is approved in a record by members with at least the minimum number of votes that would be necessary to authorize or take the action at a meeting," permits proxies appointed by a signed record, and requires that notice of an action taken by fewer than all members be given to the members who did not consent in writing or were not entitled to vote within 10 days after the action was taken. Separate from the ordinary threshold sits a personal veto. Section 605.1023(1)(b) requires approval "[i]n a record, by each member of a merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective," unless the organic rules in a record already provide for approval of such a merger by fewer than all members and the member consented in a record to or voted for that provision or became a member after it was adopted. Section 605.0102(32) defines interest holder liability as personal liability for a liability of an entity imposed on a person solely by reason of the person's status as an interest holder. This consent is the one approval right an operating agreement may not vary, by section 605.0105(3)(m), and it is separate from and additional to the majority-in-interest vote. |
Section 605.1025(1) provides that after the plan is approved, "articles of merger must be signed by each merging entity and delivered to the department for filing." Subsection (2) lists nine contents: the name, jurisdiction of formation, and type of entity of each merging entity that is not the survivor, and the same three facts for the survivor; a statement that the merger was approved by each domestic merging LLC in accordance with sections 605.1021 through 605.1026, by each other merging entity in accordance with the law of its jurisdiction of formation, and by each member who will have interest holder liability under section 605.1023(1)(b) and whose approval is required; any amendment to the public organic record of a pre-existing domestic filing-entity survivor; the public organic record as an attachment if a domestic filing entity is created by the merger; a statement of qualification as an attachment if a domestic LLP or LLLP is created; a mailing address for service if the survivor is a foreign entity without a Florida certificate of authority; a statement that the survivor "has agreed to pay to any members of any limited liability company with appraisal rights the amount to which such members are entitled"; and the effective date if it differs from the filing date, subject to section 605.0207. Subsection (3) allows other lawful provisions, and subsection (5) lets a department-certified copy be filed in the official records of any county where a party holds real property. Subsection (6) avoids duplicate filings: an LLC need not deliver its own articles of merger if it is named as a merging or surviving entity in articles or a certificate of merger filed for the same merger under the corporation, limited partnership, or partnership statutes cited there, provided that filing substantially complies with this section. Signing runs through section 605.0203(1)(a), under which a record signed on behalf of an LLC "must be signed by a person authorized by the company," with subsection (2) allowing an agent, legal representative, or attorney-in- fact who is duly appointed and whose authority the record states, and subsection (3) making that signer affirm the authority as a fact. Section 605.0206 sets the mechanical filing requirements, including that a record be captioned to describe its purpose and be in a medium or on a mandatory form the department prescribes. Section 605.0213(4) charges "[f]or filing a certificate of merger of limited liability companies or other business entities, $25 per constituent party to the merger, unless a specific fee is required for a party under other applicable law," and section 605.0213(11) charges $25 for any other LLC document, which is the fee that reaches a statement of abandonment. Section 605.0212(8) adds a status gate: as a condition of a merger under section 605.1021, each Florida party and each foreign party holding a Florida certificate of authority "must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of merger are submitted." The Division of Corporations publishes Form CR2E080, captioned "Articles of Merger For Florida Limited Liability Company," which routes the filing to the Amendment Section of the Division of Corporations, restates the annual-report condition as an "Important Notice," and prices the filing at $25 for each LLC, $35 for each corporation, $52.50 for each limited partnership or LLLP, $25 for each general partnership or LLP, $25 for each other business entity, and an optional $30 certified copy, payable by one check to the Florida Department of State. |
Section 605.1025(4) ties timing to the filing: "[a] merger becomes effective when the articles of merger become effective, unless the articles of merger specify an effective time or a delayed effective date that complies with s. 605.0207." Section 605.0207 then supplies the grid. With no specified time and no delayed date the record is effective on the date and at the time it is accepted, as evidenced by the department's endorsement. With a specified time but no delayed date, it is effective on the acceptance date at the specified time. With a delayed date but no time it is effective "at 12:01 a.m. on the earlier of" the specified date or "[t]he 90th day after the record is filed," and with both a delayed date and a time it is effective at the specified time on the earlier of those two dates. Subsection (7) resolves an unspecified time zone to the place of filing in Florida. Form CR2E080 states the same ceiling on its face, asking for a delayed effective date "which cannot be prior to nor more than 90 days after the date this document is filed," and warning that a date failing the statutory requirement will not be listed as the document's effective date. Amendment is governed by section 605.1024(1) and (2): a plan "may be amended only with the consent of each party to the plan except as otherwise provided in the plan or in the organic rules," and a merging LLC approves an amendment in the same manner the plan was approved if the plan is silent, or as the plan provides, except that a member who was entitled to vote on the merger keeps a vote on an amendment changing the consideration, changing the survivor's public organic record or private organic rules to be in effect immediately after the merger beyond changes not requiring interest-holder approval, or changing any other term "if the change would adversely affect the member in any material respect." Abandonment has two tracks. Under section 605.1024(3), after approval and before the articles become effective the plan "may be abandoned as provided in the plan," and unless the plan prohibits it a domestic merging LLC "may abandon the plan in the same manner as the plan was approved." Under section 605.1024(4), if abandonment happens after the articles have been delivered to the department but before they become effective, "a statement of abandonment, signed by a party to the plan, must be delivered to the department for filing before the articles of merger become effective," it "takes effect on filing," and the merger "is abandoned and does not become effective"; the statement must name each party, give the date the articles were delivered, and state that the merger has been abandoned in accordance with the section. That merger- specific route displaces the general one, because section 605.0208(1) allows withdrawal of a filed record before effectiveness only "[e]xcept as otherwise provided in ss. 605.1001-605.1072." Errors after the fact run through section 605.0209, which allows a statement of correction where the record was inaccurate at filing, was defectively signed, was defectively transmitted, or contains false, misleading, or fraudulent information. A statement of correction "may not state a delayed effective date," must identify the record and specify and correct the defect, and is effective as of the effective date of the record it corrects except as to persons who relied on the uncorrected record and are adversely affected, for whom it is effective when filed; correcting false, misleading, or fraudulent information carries no fee if delivered within 15 days after the department's notification of filing. |
Section 605.1026(1) states ten consequences that arrive together when the merger becomes effective. The surviving entity continues in existence and each merging entity that is not the survivor ceases to exist. "All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment," and "[a]ll debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity." Except as otherwise provided by law or the plan, all rights, privileges, immunities, powers, and purposes vest in the survivor. A pre-existing survivor keeps its own property, liabilities, and powers unchanged. For litigation, "[t]he name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding," so cases continue rather than abate. The survivor's organic documents are amended or become effective as the articles and plan provide, and converted interests are converted, with holders "entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have." Subsection (2) blocks a common argument: unless the organic law or organic rules of a merging entity say otherwise, the merger "does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up," the merging entity need not wind up and distribute, and "the merger shall not constitute a dissolution." Interest holder liability is handled prospectively and retrospectively. Subsection (3) gives a person who newly becomes subject to interest holder liability that liability "only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective." Subsection (4) provides that a person who ceases to hold an interest is not discharged from interest holder liability that arose before the merger became effective, has none for post-merger liabilities, and remains subject to the pre-merger entity's law and contribution rights as if the merger had not occurred. Registrations move too: subsection (6) cancels the Florida certificate of authority of any foreign merging entity that is not the survivor, and section 605.0912(1) requires a registered foreign LLC that "has merged into a foreign entity that is not authorized to transact business in this state" to deliver a notice of withdrawal of certificate of authority. Section 605.1002(2) carries donative gifts across, providing that a bequest, devise, gift, grant, or promise made to a non-surviving merging entity which takes effect or remains payable after the merger "inures to the surviving entity," and section 605.1002(1) forbids diverting property held for a charitable purpose absent an appropriate court order where cy pres or other nondiversion law requires one. None of this promises that a particular contract, lease, permit, license, franchise, financing, or tax attribute survives; those turn on their own terms and on other law preserved by section 605.1001(1). |
Florida gives LLC members real appraisal rights by default, which distinguishes it from states that withhold them absent an opt-in. Section 605.1006(1)(a) entitles a member to appraisal and "to obtain payment of the fair value of that member's membership interest" upon "[c]onsummation of a merger of a limited liability company pursuant to this chapter where the member possessed the right to vote upon the merger." The default is defeasible. Section 605.1006(2) provides that a company "may modify, restrict, or eliminate the appraisal rights provided in this section in its organic rules if the provision modifying, restricting, or eliminating the appraisal rights is authorized by each member whose appraisal rights are being modified, restricted, or eliminated," and that an express waiver in organic rules approved by a member waives that member's rights to the stated extent. Section 605.1006(4) adds a market-out: appraisal is unavailable for an interest that is a covered security under the cited federal provisions, is traded in an organized market in a class or series with at least 2,000 holders and at least $20 million of market value excluding insider holdings, or is issued by a registered open-end investment company redeemable at net asset value, but paragraph (4)(c) restores appraisal where members must accept anything other than cash or a qualifying proprietary interest, and paragraph (4)(d) restores it in the conflict transactions it describes. Procedure runs through sections 605.1061 to 605.1072 by force of section 605.1006(3). Section 605.1061(5) defines fair value as of immediately before effectiveness, using customary and current valuation concepts and techniques for similar businesses, excluding appreciation or depreciation in anticipation of the transaction unless exclusion would be inequitable, and "[w]ithout discounting for lack of marketability or minority status." Section 605.1063 requires the meeting notice to state the company's conclusion on availability, to enclose a copy of the appraisal sections when rights are or may be available, and, for written-consent approvals, to notify members at solicitation or to give nonconsenting and nonvoting members at least 10 days' notice before effectiveness, in each case accompanied by the financial statements subsection (4) describes unless waived. Section 605.1064 requires a member who wants appraisal to deliver written notice of intent before the vote and not to vote in favor, or not to sign a consent in favor, on pain of losing payment. Section 605.1065 requires the company to send an appraisal notice and form no earlier than the effective date and within 10 days after it, stating a return deadline not less than 40 nor more than 60 days out, the company's estimate of fair value, and an offer to pay it. Section 605.1066 governs perfection, provides that a member who returns the form or deposits certificates "loses all rights as a member" unless the member withdraws, and sets the withdrawal deadline within 20 days after the return date. Section 605.1067 requires payment within 90 days of receipt if the member accepts the offer. Section 605.1068 lets a dissatisfied member demand its own estimate plus accrued interest, and waives the demand if not made in time. Section 605.1069 requires the company to petition the court within 60 days after receiving an unsettled demand, failing which a demanding member may commence the proceeding in the company's name; it fixes venue, makes the court's jurisdiction "plenary and exclusive," allows court-appointed appraisers, gives discovery rights, and states there is "no right to a jury trial." Section 605.1070 assesses costs against the company except where members acted arbitrarily, vexatiously, or not in good faith. Section 605.1071 forbids payment when the company cannot meet its distribution standards and gives the member a 30-day election to withdraw the notice or hold a subordinated claim. Section 605.1072 makes appraisal substantially exclusive, barring a challenge to a completed appraisal event unless it was not authorized and approved in accordance with the chapter, the organic rules, or the authorizing resolutions, or was "[p]rocured as a result of fraud, a material misrepresentation, or an omission of a material fact." Creditors get no vote and no statutory notice; their protection is the survivor's automatic assumption of liabilities under section 605.1026(1)(d) and the preservation of pre-merger interest holder liability under section 605.1026(4). For a foreign survivor, section 605.1025(2)(g) requires a mailing address in the articles for process served on the department, and section 605.1026(5) allows service in Florida for the collection and enforcement of a domestic merging entity's obligations as provided in section 605.0117 and the general service chapter. Section 605.0117 also states the ordinary channels for notice or demand on an LLC. Nothing here values an interest or runs the valuation for a member; those are matters for counsel and a valuation professional. |
Florida has no short-form merger for LLCs. Chapter 605 contains a single merger route in sections 605.1021 through 605.1026, and a search of the whole chapter turns up no parent-subsidiary or 90-percent provision that would let a majority owner merge out a subsidiary on a board resolution without the member approval section 605.1023 requires. A wholly owned Florida subsidiary merger therefore still needs a plan, the majority-in- interest approval, the record consent of any member picking up interest holder liability, and articles of merger. What Florida offers instead is breadth of alternatives. Section 605.1004 states the nonexclusivity principle directly, and the same part supplies three sibling transactions: section 605.1031 authorizes an interest exchange in which one entity acquires all of one or more classes or series of another's interests; section 605.1041 authorizes conversion, letting a domestic LLC become a different domestic entity type or a foreign entity, and letting a domestic or foreign entity become a domestic LLC where the other governing law allows; and section 605.1051 authorizes domestication of a non-United States entity into a domestic LLC. Each has its own plan, approval, and filing sections and should not be conflated with a merger. Boundaries matter at the edges. Section 605.1021(3) requires a not-for-profit constituent's survivor to be a not-for-profit entity. Section 605.1002(1) protects charitable property from diversion. Section 605.1001(1) leaves every other body of law in force, which is where professional, banking, insurance, utility, and other regulated-entity requirements live. The newest boundary is the protected series regime: section 605.2802(1) provides that "[b]eginning July 1, 2026, this chapter governs all domestic and foreign protected series limited liability companies," and that date has passed. Section 605.2602 bars a protected series from being a party to, resulting from, or being created by a conversion, domestication, interest exchange, or merger, or any transaction with the same substantive effect, except as sections 605.2605, 605.2606, and 605.2607 allow. Section 605.2603 bars a series limited liability company from conversion, domestication, or interest exchange altogether and from being a party to or the survivor of a merger except under section 605.2604. Section 605.2604 then permits a series LLC to merge under sections 605.1021 through 605.1026 "only if both of the following apply: (1) Each other party to the merger is a limited liability company. (2) The surviving company is not created in the merger." Sections 605.2605 and 605.2606 add required plan terms and required attachments to the articles for relocated, continuing, terminated, and newly established protected series, and section 605.2607 states the additional effects, including that a relocated or continuing protected series "is the same person without interruption as it was before the merger." Section 605.2601 supplies the defined vocabulary for all of it. |
| Georgia verified 2026-09-11 | Georgia keeps limited liability company mergers inside the LLC Act rather than in a separate entity-transactions code. Article 9 of Chapter 11 of Title 14, O.C.G.A. §§ 14-11-901 through 14-11-906, supplies the authority to merge, the plan, the approval rule, the filing and the effects. § 14-11-901(a) is the operative grant: pursuant to a written agreement, a limited liability company may merge with or into one or more business entities, with the LLC or the other entity as the agreement provides being the survivor. That subsection also does something most states do not. It treats the written merger agreement as itself the plan of merger required by § 14-11-902, unless the agreement provides otherwise, so long as it contains the provisions that section requires, which means a well-drafted merger agreement can satisfy the plan requirement without a separate document. Article 9 reaches merger only. An outbound change of form to a foreign entity is a conversion under § 14-11-906, and conversion into LLC form runs through § 14-11-212, each on a certificate of conversion rather than articles of merger. |
Georgia's merger statute is broadly cross-type, and the outer edge is set by a definition rather than by the merger section. § 14-11-101 defines a business entity as a limited liability company, a foreign limited liability company, a limited partnership, a foreign limited partnership, a general partnership, a corporation, or a foreign corporation. § 14-11-901(a) permits a merger with or into one or more of those business entities, so an LLC may merge with a corporation, a general or limited partnership, or a foreign counterpart of any of them, and either side may survive. Entity types outside that list, such as a business trust or a statutory series, are not constituents under Article 9. Where a foreign limited liability company, foreign limited partnership or foreign corporation is involved, § 14-11-901(b) imposes conditions: the merger must be permitted by the law of the jurisdiction under whose laws each foreign constituent is organized, and each foreign constituent must comply with that law in effecting the merger. A foreign survivor need not hold a Georgia certificate of authority to be the survivor, but it takes on a statutory service-of-process consequence under § 14-11-904. |
§ 14-11-902 requires each constituent business entity to adopt a written plan of merger, approved as § 14-11-903 directs, and fixes three mandatory contents. The plan must give the name of each LLC and each other constituent business entity planning to merge and the name of the surviving entity; the terms and conditions of the merger; and the manner and basis of converting the interests of the members of each LLC and the shares or other interests in each other constituent into interests, shares, obligations or other securities of the surviving or any other business entity, or, in whole or in part, into cash or other property. Georgia therefore allows a cash-out merger on the face of the statute. Two further items are optional. The plan may set forth amendments to the articles of organization of an LLC that is the surviving entity, which is how the survivor's charter is changed in the same transaction, and it may set forth other provisions relating to the merger. Read with § 14-11-901(a), a written merger agreement containing the three mandatory items is the plan, so the plan need not be a separate instrument. |
The Georgia default is unanimity, and it is the hinge of the whole topic. § 14-11-903(a) requires an LLC party to a proposed merger to have the plan authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of that LLC provides otherwise. The escape is wide open: Georgia places no floor on how far the governing documents may lower the threshold, and no provision protects a member who would become personally liable in the survivor from being bound by a lowered threshold, unlike Illinois or Wyoming. A corporation or limited partnership constituent approves under its own chapter of Title 14 instead, so a corporate constituent follows the board- and-shareholder machinery of Chapter 2. § 14-11-903(b) sends each foreign constituent to the law of its own jurisdiction for approval of the same plan. Because the dissent right in § 14-11-1002(1) is triggered only where the governing documents require approval by less than all the members, an LLC that leaves the unanimous default in place gives its members an absolute veto and no appraisal remedy, while one that lowers the threshold creates the appraisal remedy as the price. |
No meeting is required. § 14-11-309 lets any action that members may take under the chapter be taken without a meeting if all members entitled to vote act, or, where the articles or a written operating agreement so provide, by the minimum number of votes that would be necessary to take the action, evidenced by written consents delivered to the LLC for its records. The record date is the date the first member signs, a signed consent has the effect of a meeting vote, and non-participating members must be notified within ten days, though failure to give that notice does not invalidate the action. If a meeting is used, § 14-11-310 supplies defaults that the governing documents may displace: members holding at least 25 percent may call a meeting, at least two days' notice is required, a majority of the members is a quorum, and a majority of those present acts. § 14-11-311 governs how notice may be given and when it takes effect, including a five-day rule for mailed notice, and § 14-11-312 allows written waiver and treats attendance as waiver absent an objection at the start. Georgia has no new-personal-liability consent requirement for mergers. § 14-11-303 shields members and managers and makes personal obligation a matter of separate written agreement, so the protection other states give through a merger-specific veto is left to contract here. |
The survivor files. § 14-11-904 directs the surviving LLC or other business entity to deliver articles of merger to the Secretary of State after approval, setting forth eight items. Three are distinctive: the effective date and time if later than filing; a statement that the executed plan of merger is on file at the survivor's principal place of business, with the address; and a statement that a copy of the plan will be furnished on request and without cost to any member of any constituent entity. The plan itself is therefore not filed publicly, which is a meaningful confidentiality difference from states that attach it. Where the survivor is a foreign LLC, limited partnership or corporation without a Georgia certificate of authority, the articles must state that the Secretary of State is appointed its agent for service of process in any action to enforce an obligation of a constituent LLC. § 14-11-205 lists who may sign: any member, any manager where management is vested in managers, any organizer before there are members or managers, or a court- appointed fiduciary, each stating the capacity beneath the signature, and execution by an attorney-in-fact is allowed without filing the power. The Secretary of State publishes no merger form and expects the parties to draft their own. The fee under § 14-11-1101(3) is $20.00, and the published schedule adds a $10.00 service charge for $30.00, which covers all entities merging on one filing. There is one filing office; no county recording is required for the merger itself. |
Timing runs through the chapter's general filing section. Under § 14-11-206 a document accepted for filing is effective at the time of filing on the date filed, or at a time specified in the document on that date, and the Secretary of State's duty to file is ministerial. Subsection (f) allows a delayed effective time and date, defaults to the close of business where a date but no time is given, and caps a delayed effective date at the ninetieth day after filing, so a Georgia merger cannot be post-dated beyond 90 days. A document that does not conform when delivered is still treated as filed at delivery if it is brought into conformance within 30 days after the Secretary of State gives notice of nonconformance. Abandonment is governed by § 14-11-903(c): after authorization, unless the plan provides otherwise, and at any time before the articles of merger are filed by the Secretary of State, the planned merger may be abandoned subject to any contractual rights. The window therefore closes on filing, not on the later effective date, which matters for a delayed-effective merger. Article 9 provides no mechanism for amending filed articles of merger; a filed document containing an incorrect statement or defectively executed is corrected under § 14-11-211 by articles of correction, effective retroactively to the corrected document except against persons who relied on the uncorrected version and are adversely affected. |
§ 14-11-905 states the effects, and they are the standard successor- liability package stated strongly. Title to all real estate and other property owned by each constituent vests in the surviving LLC without reversion or impairment, so no deed is required to move real property, though a survivor will often record evidence of the merger in the county where land lies as a matter of title practice. The survivor has all the liabilities of each constituent business entity. A proceeding pending against any constituent may be continued as if the merger had not occurred, or the survivor may be substituted for the constituent whose existence ceased, so litigation is not interrupted and a plaintiff need not refile. Neither the rights of creditors nor any liens on the property of any constituent are impaired by the merger, which forecloses the argument that a merger strips a security interest. Subsection (b) addresses a foreign survivor, and subsection (d) provides that a foreign entity merging out of Georgia needs no certificate of withdrawal, the merger filing doing that work. Licences, permits and registrations held by a constituent are not addressed by the statute and follow the rules of the issuing agency. |
Georgia gives LLC members a full corporate-style appraisal remedy, but only conditionally. Under § 14-11-1002, and unless the articles or a written operating agreement provide otherwise, a record member may dissent from a merger only if approval by less than all the members is required by those documents and the member is entitled to vote on the merger; the same article covers a conversion under § 14-11-906. The governing documents may also remove the right entirely or extend it. Where it applies, the procedure is exacting. § 14-11-1003 requires the meeting notice to state the right and enclose the article; § 14-11-1004 requires written notice of intent before the vote and no vote in favour; § 14-11-1005 requires a dissenters' notice within ten days setting a demand date 30 to 60 days out; § 14-11-1006 requires the demand and deposit of certificates; § 14-11-1007 permits a transfer freeze; § 14-11-1009 unwinds everything if the merger is not taken within 60 days. § 14-11-1008 requires an offer of estimated fair value within ten days with specified financial statements, accepted within 30 days and paid within 60. § 14-11-1010 gives a dissatisfied dissenter 30 days to counter. § 14-11-1011 then puts the burden on the company: it must petition within 60 days or pay the amount demanded, in a nonjury equitable valuation in the superior court of the registered-office county, or, for a foreign survivor, the county of the merged domestic entity's registered office, as an action quasi in rem. § 14-11-1001 measures fair value immediately before the action, excluding merger-anticipation change. Costs fall on the company under § 14-11-1012 unless the dissenter acted arbitrarily, vexatiously or in bad faith, and § 14-11-1013 bars any action after three years. Creditors are protected instead by § 14-11-905, and service on an unqualified foreign survivor runs through the Secretary of State under § 14-11-904. |
Georgia has no short-form merger for limited liability companies. The 90 percent route exists only in the corporate chapter: § 14-2-1104 lets a parent corporation owning at least 90 percent of the outstanding shares of each class and series of a subsidiary corporation merge the subsidiary into itself without subsidiary board or shareholder approval, with ten days' notice afterward. Both entities must be corporations, so a parent LLC with a wholly owned LLC subsidiary must run the ordinary Article 9 route, and the practical saving is that the parent as sole member consents unanimously and no dissent right can arise under § 14-11-1002. Article 9 is not the only route for a change of structure. § 14-11-906 governs an election to become a foreign LLC, limited partnership or corporation, carrying the same unanimous-consent default and a certificate of conversion, and it is one of the two conversion routes that triggers dissent under Article 10. § 14-11-212 is the inbound route into LLC form, which for a Georgia corporation runs through § 14-2-1109.1 on board adoption and shareholder approval of a plan of conversion. Professional, banking, insurance and similar entities are subject to separate regulatory approval this chapter does not displace. |
| Hawaii verified 2026-09-12 | Hawaii Uniform Limited Liability Company Act Part IX, Haw. Rev. Stat. §§ 428-901 and 428-904 to -906. “Merger” combines domestic/foreign entities into one existing or new survivor; no separately named consolidation route (§§ 428-901, -904) |
Domestic/foreign LLC may merge with domestic professional corporations and domestic/foreign LLCs, business corporations, general partnerships, limited partnerships, LLPs, or associations; an eligible domestic/foreign form may survive. Every foreign entity's organizing law must permit the merger (§§ 428-901, -904(a)) |
Plan names each party/jurisdiction and survivor; states terms; converts interests into survivor interests/obligations, money, or property; gives the survivor business address; and states survivor organizing-article amendments or none. It may amend an LLC agreement or adopt one for an LLC survivor and may add other terms (§ 428-904(b)-(d)) |
Operating agreement may specify an ownership percentage, but not below a majority of ownership; silence means all members. Foreign LLC follows its organizing law. Article 9 gives no threshold for another-form party, but Articles must state every entity approved the plan (§§ 428-904(e), 428-905(a)(2)) |
No merger-specific notice/waiver or new-personal-liability consent in Part IX. Consent-required action may occur with or without meeting, but a written substitute for an otherwise-required meeting needs one or more records describing the action signed by all entitled voters. Member/manager may use a signed proxy, ordinarily valid 11 months and revocable unless conspicuously irrevocable and coupled with an interest (§ 428-404(c)-(e)) |
Every party signs Articles of Merger for the Department director. They give party/survivor names, addresses, jurisdictions; approval; survivor organizing- article changes or none; date-certain delay; Hawaii service agreement; irrevocably appointed resident agent/address; and dissent-payment enforcement agreement. Articles amend an LLC's organizing articles (§ 428-905) |
Filing-effective or date-certain delay no more than 30 days. Plan may authorize pre-effect member/manager termination or amendment; after adoption, amendment may not change consideration or survivor organizing articles. Postfiling change/termination needs a pre-effect certificate. Articles of correction fix false/erroneous statements or defective certification/signing and generally relate back subject to adverse reliance (§§ 428-904(h)-(i), -905(b); 428-206 to -207) |
Nonsurvivors terminate; their property vests; debts/liabilities become the survivor's; proceedings continue or substitute the survivor; and rights, privileges, immunities, powers, and purposes vest. Existing personal member liability remains; disappearing LLC need not wind up unless agreed. Foreign LLC survivor must obtain Hawaii authority before doing business if not already authorized (§§ 428-904(f), -906) |
Part IX creates no automatic LLC-member appraisal, dissent, fair-value, or payment procedure. Articles must let any independently entitled dissenting member enforce payment against the survivor. Constituent debts transfer; preexisting personal liability remains; and registered/certified mail serves a survivor whose Hawaii agent is missing or unservable (§§ 428-905(a)(5), -906) |
No LLC parent-subsidiary, ownership-threshold, or other short-form route in §§ 428-904 to -906. Domestic professional corporations and associations are expressly within the cross-form route, but nonprofit corporations are not in “other business entity”; regulated, nonprofit, and other special regimes remain outside this ordinary-LLC answer (§§ 428-901, -904) |
| Idaho verified 2026-09-12 | Idaho Model Entity Transactions Act, Idaho Code §§ 30-22-101 to -110 and -201 to -206. It calls the transaction a “merger,” meaning two or more merging entities combined into one survivor through a Secretary of State filing; no separate consolidation label (§§ 30-22-101 to -102) |
One or more Idaho entities may merge with one or more domestic or foreign entities into a domestic or foreign survivor; two or more foreign entities may merge into an Idaho survivor. Eligible forms include business/nonprofit corporations, GP/LLP, LP/LLLP, LLC, cooperatives, unincorporated nonprofit, business/statutory trusts, and qualifying catch-all entities. A foreign party or survivor needs authorization under its formation law (§§ 30-21-102(11), 30-22-201) |
Record plan identifies every party and jurisdiction/type; identifies a new survivor; converts interests into interests, securities, obligations, money, property, or acquisition rights; supplies new or amended public and recorded private organic rules; and states other terms and governing-law additions. Outside facts may operate if the plan says how (§§ 30-22-107, -202) |
Operating agreement governs and may set the merger approval rule; where silent, all members consent under the outside-ordinary-course default. Chapter 22 independently requires each domestic party to follow its organic law/rules and each foreign party its formation law (§§ 30-25-105, -407; 30-22-203) |
No merger-specific meeting-notice or waiver period; required member action may occur without a meeting, and a member may appoint a proxy/agent in a signed record. Every member taking post-merger interest-holder liability separately approves in a record unless a qualifying advance recorded rule and consent/membership condition applies (§§ 30-25-407(d), 30-22-203(a)(2)) |
Every merging entity signs and delivers a Statement of Merger to the Idaho Secretary of State. It names nonsurvivors and survivor with jurisdictions and types; states timing and approval; includes an existing Idaho survivor's public-record amendment or a new Idaho survivor's organic record/LLP qualification; and designates an Idaho agent for an unregistered foreign survivor. A compliant all-party signed plan may substitute (§ 30-22-205) |
Filing-effective or specified delay of no more than 90 days; foreign survivor waits for the later formation-law time. Plan controls amendment or original approval method applies, with renewed holder approval for changed consideration, governing records, or materially adverse terms. Pre-effect abandonment after filing requires a filed statement; correction addresses original inaccuracy, signature defect, or transmission defect and generally relates back subject to adverse reliance (§§ 30-22-204 to -205; 30-21-205) |
Survivor continues or is created; nonsurvivors cease; property vests without transfer, reversion, or impairment; debts/liabilities attach; rights and powers vest; pending proceedings may substitute the survivor; public/private organic records take effect; interests convert; preexisting holder liability is preserved; and a disappearing foreign party's Idaho registration is canceled (§ 30-22-206) |
No automatic Idaho LLC appraisal/dissent right: § 30-22-109 carries over organic-law rights, but the LLC Act supplies none; operating agreement or plan may create contractual appraisal, using corporate procedures where practicable. Merger does not discharge preexisting holder liability, and a foreign survivor may be served in Idaho for a domestic party's debts (§§ 30-22-109, -206(d)-(e)) |
No parent-subsidiary, ownership-threshold, or other short-form route in Part 2. Other lawful methods remain available, but Chapter 22 cannot override other law, protects charitable property, and yields to named bank, credit-union, insurance, and development-corporation laws; most nonfiling Idaho survivor types are excluded (§§ 30-22-103 to -106, -110) |
| Illinois verified 2026-09-10 | Illinois keeps limited liability company mergers inside the LLC statute rather than in a separate entity-transactions code. Article 37 of the Limited Liability Company Act, 805 ILCS 180/37-5 through 37-40, supplies the definitions, the authority to merge, the approval rule, the filing, and the effects. Section 37-20(a) is the operative grant: a limited liability company may merge with one or more other constituent organizations under that Section, Sections 37-21 through 37-30, and a plan of merger. The Article is deliberately narrower than its title suggests. Section 37-10(a) states that conversions and domestications are governed by the Entity Omnibus Act, so a company changing its form or its home state leaves Article 37 entirely and uses a different statute; Section 37-10(b) is blank. The conversion and domestication machinery that used to sit in this Article - Sections 37-15, 37-16, 37-17 and 37-31 through 37-34 - was repealed by Public Act 100-561, effective July 1, 2018, when that work moved out. Section 37-35 then makes what remains non-exclusive: the Article does not preclude an entity from being converted or merged under other law. |
Illinois draws the eligible-party circle by definition rather than by list. Section 37-5 defines an organization as a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute, and adds that the term includes a domestic or foreign organization regardless of whether organized for profit. That catch-all - any other person having a governing statute - means cross-type and cross- border mergers are the norm rather than an exception, and nonprofit and for-profit parties are equally eligible. A constituent organization is simply an organization that is party to a merger, and a surviving organization is one into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger, so Illinois permits the survivor to be brought into existence by the merger itself. Eligibility is then policed by three conditions in Section 37-20(a): the governing statute of each of the other organizations must authorize the merger, the merger must not be prohibited by the law of a jurisdiction that enacted any of the governing statutes, and each of the other organizations must comply with its governing statute in effecting the merger. |
Section 37-20(b) requires the plan of merger to be in a record and to include five items. The plan must state the name and form of each constituent organization, and the name and form of the surviving organization together with a statement to that effect if the survivor is to be created by the merger. It must state the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration - language broad enough to cover cash-out, rollover, mixed and non-cash consideration without a separate authorization. The last two items turn on whether the survivor is new or existing. If the surviving organization is to be created by the merger, the plan must contain the survivor's organizational documents that are proposed to be in a record; if it is not to be created by the merger, the plan must contain any amendments to be made by the merger to the survivor's organizational documents that are, or are proposed to be, in a record. Section 37-5 defines organizational document broadly, so this reaches articles, certificates and their equivalents across entity types. |
Illinois sets the strictest default among the large commercial states. Section 37-21(a) provides that, subject to Section 37-36, a plan of merger must be consented to by all the members of a constituent limited liability company. Unanimity is the starting point whether the company is member- managed or manager-managed, and Section 15-1(d)(9) confirms it from the other direction by listing the consent of members to convert, merge with another entity or domesticate under Article 37 or the Entity Omnibus Act among the matters requiring the consent of all of the members. The operating agreement can move that threshold, but not freely. Section 15-5(a) lets an operating agreement modify any provision of the Act governing relations among the members, managers, and company except as provided in subsections (b) through (e), and Section 15-5(b)(11) carves out the merger right: the operating agreement may not restrict the right to approve a merger, conversion, or domestication under Article 37 or the Entity Omnibus Act of a member that will have personal liability with respect to a surviving, converted, or domesticated organization. Each other constituent organization approves under its own governing statute, as Section 37-20(a)(3) requires. |
Article 37 contains no meeting or notice provision at all, and that is not an oversight - Illinois routes the question to the Act's general consent rule. Section 15-1(e) provides that action requiring the consent of members or managers under this Act may be taken without a meeting, so a merger can be approved by written consents gathered individually, with no meeting to call, no notice period to run, and no quorum to make. Section 15-1(f) adds that a member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member or manager's attorney-in- fact. The one consent Illinois insists on individually is the personal- liability consent. Under Section 37-36(a), if a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of that member, unless the operating agreement provides for approval of a merger with the consent of fewer than all the members and the member has consented to that provision. Section 37-36(b) closes the obvious loophole: a member does not give that consent merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. |
After each constituent organization has approved the merger, Section 37-25(a) requires articles of merger signed on behalf of each constituent limited liability company as provided in Section 5-45 and each other constituent organization as provided in its governing statute. Section 5-45(b)(3) directs that any other document must be signed by a person authorized by the limited liability company to sign it; Section 5-45(c) requires the signer's name and capacity beneath or opposite the signature, and Section 5-45(d) makes execution an affirmation under the penalties of perjury that the facts stated are true and that the person has authority. Section 37-25(b) lists eight contents: the name, form and governing jurisdiction of each constituent organization; the same for the survivor, with a statement if it is created by the merger; the effective date under the survivor's governing statute; the survivor's articles of organization or other public organizational document if it is created by the merger; any amendments to a preexisting survivor's public organizational document; a statement as to each constituent organization that the merger was approved as required by its governing statute; a street and mailing address the Secretary of State may use under Section 37-30(b) if the survivor is an unregistered foreign organization; and any additional information required by any constituent organization's governing statute. Under Section 37-25(c) each constituent limited liability company delivers the articles to the Secretary of State together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization. The Secretary of State supplies form LLC-37.25. Section 50-10(b)(13) prices the filing at $100 plus $50 for each party to the merger in excess of the first 2 parties. A bank or savings bank files with the Department of Financial and Professional Regulation instead, under Section 5-5(d). |
Section 37-25(d) splits effectiveness by the survivor's form. If the surviving organization is a limited liability company, the merger becomes effective upon the later of the filing of the articles of merger with the Secretary of State or, subject to Section 5-40, as specified in the articles of merger - so a delayed date is available but is capped by the filing itself and is governed by the Act's general effectiveness rules. If the survivor is not a limited liability company, effectiveness is governed by the survivor's own governing statute, which can put the controlling date outside Illinois law entirely. Section 5-40 supplies the cross- referenced machinery: filing makes the document conclusive evidence of compliance, existence may begin on a later date if so specified, and where a later date is specified the document may be prevented from becoming effective by an application for withdrawal executed in the same manner and filed on or before the specified effective date. Amendment and abandonment are governed by Section 37-21(b): subject to Section 37-36 and any contractual rights, after a merger is approved and at any time before articles of merger are delivered to the Secretary of State for filing under Section 37-25, a constituent limited liability company may amend the plan or abandon the merger as provided in the plan, or, except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. Once the articles are delivered that window closes. A statement of correction is filed for $25 under Section 50-10(b)(15). |
Section 37-30(a) states ten effects that occur when the merger becomes effective. The surviving organization continues or comes into existence and each constituent organization that merges into it ceases to exist as a separate entity. All property owned by each constituent organization that ceases to exist vests in the survivor, and all debts, obligations, or other liabilities of each such organization continue as debts, obligations, or other liabilities of the survivor - the transfer is by operation of law, with no deed or assignment step in the statute. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred, so pending litigation neither abates nor requires re-filing. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the survivor, and except as otherwise provided in the plan, the terms and conditions of the plan take effect. Illinois adds a winding-up clarification that matters in practice: except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 35, so the disappearance is not a dissolution triggering that Article's claims process. Finally, a survivor created by the merger has its articles of organization or other creating document become effective, and a preexisting survivor's amendments stated in the articles of merger become effective. |
Illinois gives a dissenting limited liability company member no appraisal, dissenters' or fair-value remedy. The Limited Liability Company Act contains no such right anywhere - not in Article 37, and not elsewhere in the Act - which is the sharpest practical contrast with the Illinois corporate statute and with the LLC acts of several neighbouring states. The member's protection is structural instead: the unanimous default in Section 37-21(a), and the floor in Section 15-5(b)(11) that an operating agreement may not restrict the merger-approval right of a member who will have personal liability in the survivor. A member who can be outvoted under a permissive operating agreement and who will not be personally liable has, under the Act alone, neither a veto nor a cash-out claim, so any exit right must be written into the operating agreement or the plan. Creditors are protected by succession rather than by a consent or notice right: under Section 37-30(a)(4) the survivor takes the liabilities, and under Section 37-30(a)(5) pending actions continue. For a foreign survivor, Section 37-30(b) supplies long-arm coverage - the survivor consents to the jurisdiction of the Illinois courts to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger that organization was subject to suit in Illinois on it, and a foreign survivor not authorized to transact business in Illinois appoints the Secretary of State as its agent for service of process for that purpose, with service made in the same manner and with the same consequences as under subsections (b) and (c) of Section 1-50. Section 37-30(c) bars a foreign survivor from doing business in Illinois until an application for that authority is filed. |
Illinois has no short-form or parent-subsidiary merger shortcut for limited liability companies: Article 37 states one procedure, and a wholly owned subsidiary merger runs the same plan, consent and articles path as any other. What Illinois does supply is a non-exclusivity rule. Section 37-35 provides that the Article does not preclude an entity from being converted or merged under other law, and it then carves in the regulated case - a bank or savings bank that converts to or merges with and into a limited liability company is subject to this Article or to other applicable law to the extent those provisions do not conflict with the State or federal law under which the conversion or merger of the bank or savings bank is authorized. Consistently, Section 5-5(d) sends articles for a bank or savings bank to the Secretary of Financial and Professional Regulation or the appropriate federal banking regulator rather than to the Secretary of State. Two further boundaries matter. Insurance is excluded from the LLC form at the threshold by Section 1-25(a) except for the narrow underwriter-group case, and a company providing a professional service licensed by the Department of Financial and Professional Regulation must be formed in compliance with the Professional Limited Liability Company Act under Section 1-25(d) and must hold a certificate of registration from that Department under Section 1-28, so a professional merger carries a licensing overlay the Act itself does not describe. Series are addressed in Section 37-40 rather than in the merger Sections, and a certificate of designation is filed for $50 under Section 50-10(b)(17). |
| Indiana verified 2026-09-11 | The governing chapter is IC 23-0.6-2, part of the Uniform Business Organization Transactions Act, and it got there by repeal. Ind. Code § 23-18-7, the chapter of the LLC act that once carried mergers, now consists of the single line Repealed, struck by P.L.118-2017. Section 23-0.6-2-1 states the resulting scope: one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and two or more foreign entities may merge into a domestic entity. Two classes are routed back out. A merger between or among domestic or foreign business corporations is governed by IC 23-1-40 and not this chapter, and a merger involving domestic or foreign nonprofit corporations is governed by IC 23-17-19 and not this chapter. Section 23-0.6-1.5-17 defines merger narrowly as a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state, so a combination that never reaches the secretary of state is not a merger under this chapter. Section 23-18-13-2 closes the loop for drafters: every reference to the LLC act in articles of organization, an operating agreement, or other internal rules is considered a reference to IC 23-0.5 and IC 23-0.6 as well, so an operating agreement written before 2017 that points at the old merger chapter now points here. |
The chapter is cross-type by design, and the reach of the word entity is what sets the limits. Section 23-0.5-1.5-8 defines entity as a business corporation, a nonprofit corporation, a general partnership including a limited liability partnership, a limited partnership, or a limited liability company, and expressly excludes an individual, a business trust, a donative or charitable trust, a decedent's estate, and a government or governmental subdivision. So an LLC may merge with a corporation, a partnership of either kind, or another LLC, but not with a trust or an estate. Section 23-0.5-1.5-20 defines limited liability company to include a domestic LLC formed under or subject to IC 23-18, a domestic series LLC formed under or subject to IC 23-18.1, and foreign LLCs and foreign series LLCs, so series entities are inside the regime. Foreign participation has one condition. Section 23-0.6-2-1 permits a foreign entity to be a party to the merger or the surviving entity if the merger is authorized by the law of the foreign entity's jurisdiction of formation, and § 23-0.6-2-3 adds that a merger involving a foreign merging entity is not effective unless the foreign entity approved it in accordance with that same law. Indiana does not second-guess the foreign vote; it requires that the foreign vote happened. |
Section 23-0.6-2-2 requires a plan of merger in a record and lists seven contents. The plan must give the name, jurisdiction of formation, and type of each merging entity and of the survivor; the manner of converting the interests in each merging entity; any proposed amendments to the survivor's public organic record and to its private organic rules that are or are proposed to be in a record; any other terms and conditions; and any provision required by the law of a merging entity's jurisdiction of formation or by its organic rules. Two entity-specific items follow: if a partnership survives, the names and business addresses of its general partners, and if a limited liability company survives and its management is vested in one or more managers, the names and business addresses of the managers. Consideration is written broadly. Interests may be converted into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of those, so cash-out and mixed consideration are both available. Section 23-0.5-1.5-33 identifies the public organic record of an LLC as its articles of organization and § 23-0.5-1.5-30 identifies the private organic rules as its operating agreement, which is how the plan reaches both documents at once. |
This is where Indiana is genuinely unsettled, and a drafter should treat it as a trap. Section 23-0.6-2-3 says a plan of merger is not effective unless it has been approved by a domestic merging entity in accordance with the requirements, if any, in its organic law and organic rules for approval of the merger, or by all the interest holders of the entity entitled to vote on or consent to any matter if, in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of the merger. For an LLC the organic law is IC 23-18, and the repeal of Ind. Code § 23-18-7 left the LLC act with no merger-approval provision, which is the reading on which the all-interest- holders fallback bites. Pulling the other way, § 23-18-4-3 still provides that unless the articles provide for a manager or managers, and except as otherwise provided in a written operating agreement, the affirmative vote, approval, or consent of a majority in interest of the members decides a matter connected with the business or affairs of the LLC, and § 23-18-1-13 defines majority in interest as the members who made more than fifty percent of the agreed value of the total contributions. Indiana has not resolved which governs a silent operating agreement. Section 23-0.6-1-7 is the reliable exit: approval by the unanimous vote or consent of the interest holders satisfies the article's requirements unless the organic law or organic rules say otherwise. Because organic rules control under the first branch, a merger clause in the operating agreement both fixes the threshold and removes the ambiguity. A third consent can also exist by contract: § 23-18-4-4 lets a written operating agreement provide that one or more persons who are not members or managers have the right to approve or disapprove specified actions, and merger is one of the listed examples, while such a person gains no general right to vote on other matters. A lender or preferred investor holding that veto has to be counted in the approval plan even though it is not a member. |
IC 23-0.6 prescribes no meeting, no notice period, and no written-consent procedure for the merger vote. Section 23-0.6-1.5-4 instead defines approve as taking whatever steps are necessary under the entity's organic rules, organic law, and other law to propose the transaction, to adopt and approve its terms and conditions, and to conduct any required proceedings or otherwise obtain any required votes or consents, so the mechanics come from the operating agreement. One consent is mandatory and cannot be supplied casually. Section 23-0.6-2-3 requires approval in a record by each interest holder of a domestic merging entity which will have interest holder liability for debts, obligations, and other liabilities incurred after the merger becomes effective. Section 23-0.6-1.5-16 defines interest holder liability as personal liability imposed solely by reason of interest holder status or by organic rules making specified interest holders liable, plus any obligation under the organic rules to contribute to the entity. The escape is narrow and itself demands a record: the organic rules must provide in a record for approval by fewer than all the interest holders, and the holder must have consented in a record to or voted for that provision or become a holder after its adoption. That matters in Indiana because § 23-18-1-16 lets an operating agreement be oral. An oral operating agreement cannot carry the escape, so in an oral- agreement LLC every member who would pick up post-merger personal liability must sign. |
The filing is articles of merger, defined by § 23-0.6-1.5-8 as the filing required by § 23-0.6-2-5, and that section requires it to be signed by each merging entity and delivered to the secretary of state. Contents are the name, jurisdiction of formation, and type of each non-surviving merging entity and of the survivor; a later effective date and time if the filing is not effective on filing; a statement that the merger was approved by each domestic merging entity in accordance with the chapter and by each foreign merging entity under its own law; any amendment to the survivor's public organic record if the survivor is a domestic filing entity; and a mailing address for service if the survivor is a foreign entity that is not a registered foreign entity. An e-mail address for service may be added. A useful shortcut sits in the same section: a signed plan of merger that contains the required contents may be delivered for filing instead of articles of merger and on filing has the same effect. On signatures, § 23-0.5-2-1 requires the filing to be signed by or on behalf of a person authorized to sign and to state the name and capacity of each individual who signed, but no seal, attestation, acknowledgment, or verification is needed; § 23-0.5-2-9 permits an agent to sign, treats a facsimile signature as sufficient, and makes knowingly signing a materially false filing a Class A misdemeanor. The office is the Business Services Division of the secretary of state, on paper at 302 West Washington Street, Room E018, Indianapolis, or electronically through INBiz. The prescribed form is State Form 56363, revision R7 of January 2026, Articles of Merger. Section 23-0.5-2-2 makes secretary of state forms optional except for a cover sheet and the biennial report. Fees under § 23-0.5-9-45 are seventy-five dollars electronically and ninety dollars otherwise for a for-profit entity. |
Articles of merger are effective on filing unless they specify a later date and time, which under § 23-0.6-2-5 may not be more than ninety days after the date of filing. Section 23-0.5-2-3 fills in the general rules: an entity filing is effective on the date and at the time of filing, or at a later time specified in the filing, or at a permitted delayed effective date and time no more than ninety days out, and if a delayed date is given with no time, at one minute past midnight on that date. Where the survivor is a foreign entity, § 23-0.6-2-5 makes the merger effective on the later of the date under the survivor's organic law or the effective date of the articles. Amendment and abandonment are in § 23-0.6-2-4. The plan may be amended only with the consent of each party unless the plan says otherwise, an amendment is approved as the plan was, and an interest holder entitled to vote may vote on an amendment that changes the consideration, the survivor's organic documents, or any other term if the change would adversely affect that holder in any material respect. Abandonment follows the plan, and unless the plan prohibits it a domestic merging entity may abandon in the same manner the plan was approved. If the abandonment comes after articles of merger were delivered, articles of abandonment signed by a party must be delivered before the articles of merger take effect, naming each party, the date the articles of merger were filed, and the fact of abandonment, at twenty dollars electronically or thirty dollars otherwise under § 23-0.5-9-46. Mistakes are fixed by articles of correction under § 23-0.5-2-5, which may not state a delayed effective date and which relate back to the corrected filing except against a person who relied on the uncorrected record and is adversely affected. |
Section 23-0.6-2-6 states the consequences and they are automatic. The surviving entity continues, each non-surviving merging entity ceases to exist, and all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment, so no deed or assignment is needed. All debts, obligations, and other liabilities of each merging entity become the survivor's, and all rights, privileges, immunities, powers, and purposes vest in it. A pending civil, criminal, administrative, or arbitration proceeding continues, and the survivor's name may be substituted for a party that ceased to exist. The survivor's public organic record is amended as provided in the articles of merger and its private organic rules as provided in the plan. Interests are converted as the plan provides and their holders are entitled only to the rights the plan gives them plus any appraisal rights under § 23-0.6-1-8. The section adds that the merger does not give rise to any rights that an interest holder or creditor would have on a dissolution, liquidation, or winding up. Registration effects run both ways: the Indiana registration of any foreign merging entity that is not the survivor is canceled, while under § 23-0.5-5-10 a notice of merger or conversion transfers a registered foreign entity's authority to do business without interruption to the entity into which it merged. |
An Indiana LLC member has no statutory appraisal or dissent remedy on a merger, and the reason is structural. Section 23-0.6-1-8 grants appraisal rights to an interest holder of a domestic merging entity only if that holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the holder's interest was changed, converted, or exchanged. For an LLC the organic law is IC 23-18, and nothing in it gives a member a dissent or appraisal right on a merger. The words do appear in that article, but doing other work: § 23-18-5-2 offers appraisal as one way to value a defaulting member's interest among the remedies for failing to make a capital contribution, and § 23-18-5-5 and § 23-18-5-5.1 give fair value on dissociation rather than on a merger, and then only unless otherwise provided in the operating agreement. Walking away is not an answer either in a modern company. Under § 23-18-6-6.1, in an LLC formed after June 30, 1999, a member may not withdraw before the dissolution and winding up of the company unless a written operating agreement provides otherwise, and may withdraw only at the time or on the events the operating agreement specifies. Only in a company existing on or before June 30, 1999, does § 23-18-6-6 let a member withdraw at any time on thirty days written notice unless a written operating agreement removes that power. What is left is contract: § 23-0.6-1-8 entitles a holder to contractual appraisal rights to the extent provided in the entity's organic rules or in the plan of merger, and where the organic law supplies no procedure, IC 23-1-44 applies to the extent practicable. Creditors get no vote and no consent right; their protection is that liabilities follow the survivor under § 23-0.6-2-6, which also provides that a foreign surviving entity may be served with process in Indiana for the collection and enforcement of debts, obligations, or other liabilities of a domestic merging entity. Section 23-0.6-2-5 backs that up by requiring an unregistered foreign survivor to give a mailing address for service in the articles of merger. |
Indiana has no short-form or parent-subsidiary merger for LLCs. Chapter 23-0.6-2 contains six sections and none of them sets an ownership percentage that lets a parent absorb a subsidiary without an interest holder vote, so even a wholly owned LLC subsidiary is merged by plan, approval, and articles. Alternatives sit outside the chapter rather than inside it. Section 23-0.6-1-5 provides that the fact that a transaction under the article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law, which leaves asset purchases, dissolution and distribution, and the article's own interest exchange, conversion, and domestication chapters available. Section 23-0.6-1-7 supplies the unanimity shortcut rather than a separate route. The boundaries are three. Business corporations and nonprofit corporations are routed to their own merger statutes by § 23-0.6-2-1. Trusts, estates, individuals, and governments are outside the definition of entity in § 23-0.5-1.5-8 and cannot be constituents. And § 23-0.6-1-3 preserves restrictions on the diversion of charitable assets, while § 23-0.6-1-2 preserves Indiana's change-in-control, takeover, business combination, and control-share acquisition law, so a merger that clears IC 23-0.6 may still have to clear those. Section 23-0.6-6-1 directs that the article be construed to promote consistency with other states that enact it. |
| Iowa verified 2026-09-12 | Iowa Uniform LLC Act, ch. 489 subch. X pt. 2, §§ 489.1001-.1007 and 489.1021-.1026; statutory merger; interest exchange, conversion, and domestication are separate |
Iowa LLC may merge with domestic/foreign business/nonprofit corporation, GP/LLP, LP/LLLP, LLC, cooperative, nonprofit association, statutory/business trust, or other separate legal/realty-holding person into domestic/foreign survivor; foreign law must authorize (§§ 489.1001(11), .1021) |
Record plan gives party/survivor names, jurisdictions/types; interest conversion into interests/securities/obligations/money/property/rights; existing-survivor public/private amendments or new-survivor public record/full recorded private rules; other terms and required provisions (§ 489.1022) |
Default all Iowa LLC members; operating agreement governs company affairs and may vary general approval, but not affected-member liability right or required plan contents. Other domestic/foreign entities approve under organic law (§§ 489.105(1)-(3), .407(2)-(3), .1023) |
No merger-specific notice period; member action may occur without meeting and signed proxy/agent allowed. Each newly personally liable member must approve in a record unless recorded agreement provision plus qualifying assent/post-adoption admission applies (§§ 489.105(3)(m), .407(4), .1023(1)(b)) |
Every party signs $50 Secretary of State Statement naming parties/survivor, jurisdictions/types, foreign-survivor office, approval, domestic survivor public amendment/record or LLP qualification. Authorized LLC person or agent signs; no plan-as-filing substitute (§§ 489.122(1)(l), .203, .1025) |
Iowa LLC survivor: Statement effect; other survivor: later of its organic-law and Statement times. Filing or stated time/date ≤90 days. All parties amend unless plan varies; protected material changes retain member vote; plan/original approval controls abandonment and postfiling Statement required. Correction relates back subject to reliance (§§ 489.207, .209, .1024-.1025) |
Survivor continues/is created; nonsurvivors cease; property, debts/liabilities, proceedings, rights/powers/purposes, public/private rules, and interests pass or take effect; no dissolution right by default; nonsurviving foreign registration cancels (§ 489.1026) |
No automatic statutory LLC appraisal/dissent right; contractual appraisal to extent operating agreement/plan. Debts continue; foreign survivor supplies Iowa office and accepts process under § 489.119 (§§ 489.1006, .1025(2)(b), .1026(5)) |
No parent-subsidiary/ownership-threshold route in pt. 2; subchapter is nonexclusive. Bank, insurer, or utility transaction unavailable when regulatory chapter bars it; charitable-property limits and other law remain (§§ 489.1002-.1004, .1007) |
| Kansas verified 2026-09-12 | Kansas Revised LLC Act § 17-7681 governs LLC-only merger/consolidation; Business Entity Transactions Act (BETA) §§ 17-78-201 to -206 governs cross-type merger and excludes transactions covered by § 17-7681. Interest exchange, conversion, and domestication are separate (§§ 17-7681(a), (f); 17-78-201(c)) |
LLC-only: Kansas/foreign LLCs, with LLC survivor/result. Cross-type: Kansas LLC plus domestic/foreign corporation, GP/LLP, LP/LLLP, LLC, business/statutory trust, cooperative, or other separate legal/realty-holding person into domestic/foreign survivor; foreign law must authorize (§§ 17-7681(a); 17-78-102(l), -201) |
LLC-only agreement may convert/cancel/continue interests for cash, property, rights, or securities/interests of survivor or another entity and may amend/adopt survivor operating agreement. Cross-type recorded agreement names parties/new survivor and jurisdictions/types; states interest conversion, survivor public/private records, other terms, and required provisions; external facts allowed (§§ 17-7681(a), (d); 17-78-107, -202) |
Operating agreement controls. Default after 6/30/2019 formation: >50% of all current profit interests; on/before 6/30/2019: >50% overall and in each class/group. Cross-type BETA imports the LLC organic-law threshold; foreign/other forms use own law/rules (§§ 17-7681(a)(1); 17-78-203(a)-(b)) |
No merger-specific notice period. Operating agreement may set notice/waiver/quorum/proxy; otherwise no-meeting written/electronic consent at meeting threshold, future-effect consent, and written/electronic proxy are allowed. In a cross-type merger, each holder gaining liability separately approves in a record unless the recorded-rule/qualifying-assent exception applies; § 17-7681 states no parallel veto (§§ 17-7687(c)-(d); 17-78-203(a)(2)) |
Survivor signs/files Secretary of State Certificate; compliant signed agreement may substitute. LLC-only Certificate names parties/survivor, approvals, domestic-survivor amendment, effect, plan location/free-copy promise, and foreign-survivor process consent/address. Cross-type adds types, new public records, approval status, and unqualified-foreign-survivor process address. Current paper CM fee: $75 first 2 entities + $10 each additional; no online filing (§§ 17-7681(b)-(c), 17-78-205, -601; CM) |
Filing-effective or delayed date/time ≤90 days. LLC-only agreement controls amendment/termination despite prior approval. Cross-type agreement/default approval method controls, but protected consideration, survivor-rule, and materially adverse changes retain holder vote; postfiling pre-effect termination Certificate required. Correction generally relates back except for substantially adversely affected people (§§ 17-7681(a)(3); 17-78-204 to -205; 17-7911 to -7912) |
LLC-only: rights/powers, property, debts, causes, liens, liabilities, and duties vest/persist without winding up/dissolution. Cross-type: survivor/nonsurvivor status, property, liabilities, proceedings, rights/powers/purposes, public/private rules, and interests take effect; nonsurviving foreign qualification cancels (§§ 17-7681(e); 17-78-206) |
No automatic Kansas LLC appraisal/dissent right; BETA preserves organic-law appraisal only if organic law supplies it and separately permits contractual appraisal in organic rules/agreement. LLC-only preserves creditor rights/liens and foreign-survivor Kansas process for domestic obligations; cross-type preserves liabilities/holder liability and foreign-survivor process (§§ 17-7681(b)(8), (e); 17-78-109, -206(c)-(e)) |
Cross-type route excuses approval of a ≥90%-owned Kansas corporation unless its articles contain the named restriction; not an LLC-subsidiary shortcut. BETA is nonexclusive; Chapter 66 entities need special approval and charitable assets remain protected. LLC agreement may bar § 17-7681 power (§§ 17-7681(g); 17-78-103 to -106, -203(c)) |
| Kentucky verified 2026-09-12 | Kentucky LLC Act, KRS §§ 275.345 to 275.365, plus ch. 14A filing rules; statutory merger; conversion and share exchange are separate |
One or more LLCs may merge with or into domestic/foreign LLC, corporation, partnership, LP, business/statutory trust, or nonprofit unincorporated association, with any form surviving; other-form law applies. Nonprofit LLC only into domestic nonprofit LLC/corporation (§§ 275.015(2), 275.345(1), (4)) |
Written plan names parties/survivor; terms; whether survivor retains limited liability; conversion into survivor/other-entity interests, shares, securities, obligations, cash/property; survivor organic amendments or no changes; other desired terms (§ 275.355) |
Default majority-in-interest of members, measured by contribution-proportion voting; written operating agreement may change. Every other party approves by its governing law (§§ 275.015(15), 275.175(3), 275.350(1)-(2)) |
No statutory merger notice; operating agreement may set notice/waiver/proxy. Unless written agreement differs, required threshold may approve in writing without meeting/prior notice. Plan must state limited-liability retention, but no separate affected-member consent (§§ 275.175(6)-(7), 275.355(2)(b)) |
Survivor files $50 Secretary of State Articles executed by every party: party names/jurisdictions, survivor, survivor organic terms, approval, and foreign-survivor process consent/address. LLC signer is manager, member, authorized representative, or preformation organizer as applicable (§§ 275.055(6), 275.360; 14A.2-020) |
Later of filing effectiveness or stated date; general delay capped at day 90. Each party may abandon as plan or governing law allows; delayed filing may be withdrawn by all parties before effect for equal fee. No plan-amendment procedure; correction relates back subject to adverse reliance (§§ 275.350(3), 275.360(2); 14A.2-070 to -090) |
Single survivor; nonsurvivors cease; rights/powers/duties, property/debts, liabilities, claims/actions, creditor rights/liens, interests, and LLC survivor articles/agreement pass or take effect; partner pre-merger liability preserved (§ 275.365) |
No default LLC-member dissent/redemption right; articles, written operating agreement, or written plan may create one. Creditor rights/liens persist; foreign survivor accepts Kentucky process and appoints Secretary of State (§§ 275.345(3), 275.350(4), 275.360(1)(f), 275.365(6)-(8)) |
No ownership-threshold/parent-subsidiary route in complete §§ 275.345-.365 merger sequence. Nonprofit LLC limited to domestic nonprofit LLC/corporation; other-form governing statutes and professional/regulatory rules remain separate (§ 275.345(1), (4)) |
| Louisiana verified 2026-10-02 | Louisiana LLC Law, La. R.S. §§ 12:1357 to 12:1362; statutory merger or consolidation; corporate/entity-conversion routes remain separate |
Domestic LLC may merge/consolidate with or into domestic LLC, partnership/partnership in commendam, or business/nonprofit corporation; foreign route adds foreign LLC, corporation, partnership, or limited partnership, subject to foreign law (§§ 12:1357, 12:1362) |
Each party enters written agreement naming parties/survivor or new entity and jurisdictions; terms; interest conversion into entity interests/securities/obligations, cash/property; survivor amendments or new-entity organic terms; other desired provisions (§ 12:1358) |
Default one vote per member and majority of members; articles or written operating agreement may change. Domestic corporation/partnership and foreign parties approve under their own governing law (§§ 12:1318(A)-(B), 12:1359(A)) |
No merger-specific notice or no-meeting consent route. Member may vote in person or by written/electronic proxy filed at registered office by meeting; 11-month default, 3-year maximum. No separate new-personal-liability consent in Part IX (§ 12:1318(E); §§ 12:1357-1362) |
Survivor/new entity files full agreement or duly executed Certificate naming parties/jurisdictions, effect, survivor, approval, survivor amendments/new organic terms, plan location/free copies. LLC approval certified by member or manager; Secretary of State; $125 filing fee under Act 921, effective Oct. 1, 2026 (§§ 12:1359(B), 12:1360; 49:222; Act 921) |
SOS recording plus every constituent-law condition; filing-time effect, possible acknowledgment relation-back if filed within 5 nonholiday days, or stated delay ≤30 days after filing. Before filing, agreement or default majority controls abandonment; a certificate of correction cannot change the effective date (§§ 12:1359(C), 12:1360(B)-(C), 12:1310) |
Single survivor/new entity; nonsurvivors cease; rights/powers/duties, all property/debts, liabilities, claims/actions, creditor rights/liens, organic amendments, and interest conversion continue. File SOS-issued Certificate in each affected immovable-property parish within 30 days (§§ 12:1360(B)(3), 12:1361) |
Part IX creates no LLC-member appraisal/dissent right but preserves any right otherwise available. Creditors/liens remain unimpaired; foreign survivor accepts Louisiana process for constituent and merger obligations; foreign law may vary effects (§§ 12:1361(A)(6)-(7), (B), 12:1362(B)-(C)) |
No LLC ownership-threshold shortcut in §§ 12:1357-1362; Business Corporation Act 90%-parent route is corporation-to-corporation only (§ 12:1-1105). Entity-form statutes and special/regulatory requirements remain separate |
| Maine verified 2026-09-12 | Maine Limited Liability Company Act subchapter 12, 31 M.R.S. §§ 1641 to 1650, with general filing rules in §§ 1674 to 1676. Statute calls the route “merger,” not consolidation (§§ 1641 to 1644) |
LLC may merge with one or more qualifying domestic/foreign partnerships, LLCs, business trusts, associations, corporations, professional entities, nonprofits, governments, or other organizations. Each other's governing statute must authorize, no governing jurisdiction may prohibit, and each organization must comply with its statute (§§ 1502(19), 1641(1)) |
Record plan names each constituent's current jurisdiction/form and the survivor's name/jurisdiction/form/new status; states terms and conversion into money, survivor interests, or other consideration; and supplies a new survivor's recorded organizational documents or an existing survivor's amendments/no-change statement. Interests may also become another organization's cash/property/rights/securities or be canceled (§ 1641(2)- (3)) |
Every member of each Maine LLC constituent must consent; no agreement-based lower threshold or class exception. Every other constituent approves under its governing statute (§§ 1642(1), 1643(1)) |
No merger meeting-notice/waiver period. Consent-required matters may occur without a meeting; member may appoint proxy/agent through a signed record. Approval and plan amendment are ineffective without separate written consent from each member who would have survivor personal liability; consent to an agreement-amendment clause is insufficient (§§ 1556(4), 1649) |
Every constituent signs; survivor delivers Statement to Secretary of State. It states constituent and survivor names/forms/jurisdictions/organization dates; survivor principal office/new status; effective date; new public record or amendments/no change; approvals; unqualified foreign survivor's certified-mail acknowledgment/address; and other-law additions. LLC signs through an authorized person (§§ 1643, 1676) |
LLC survivor effective on later of filing and stated time, subject to filing rule's 90-day cap; another-form survivor follows its governing statute. Before Statement delivery, plan or same approval-level consent controls amendment/abandonment; no postfiling abandonment record. Correction covers original or later inaccuracy, defective signature, or erroneous filing, generally relating back subject to adverse reliance (§§ 1642(2), 1643(4), 1674 to 1675) |
Survivor continues or is created; nonsurvivors cease; property vests; debts/liabilities continue; proceedings continue with optional substitution; rights/powers vest; plan terms and new/amended public organic records take effect; and a disappearing LLC need not dissolve/wind up unless agreed (§ 1644(1)) |
No express merger appraisal, dissent, fair-value, or payment right in Chapter 21. Debts remain survivor liabilities. Foreign survivor consents to Maine court jurisdiction for covered constituent debt and, if unqualified, accepts statutory service after the Statement's certified-mail acknowledgment (§§ 1643(2)(G), 1644(2)) |
No parent-subsidiary or ownership-threshold shortcut in §§ 1641 to 1644. Other-law merger routes remain available without supplied requirements. Broad eligibility names professional, nonprofit, and government forms, but their governing statutes and all special/regulatory restrictions still control and remain outside this ordinary-LLC answer (§§ 1502(19), 1650) |
| Maryland verified 2026-09-11 | Title 4A of the Corporations and Associations Article, Subtitle 7, governs, and it is short: it runs from § 4A-701 through § 4A-710 and stops there. Sections 4A-711 and 4A-712 do not exist. The subtitle states who may merge, how each constituent approves, what the articles must do, when the merger takes effect, and what follows, but it writes almost none of that machinery itself. § 4A-703 sends the contents of the articles to the corporation statute, § 4A-702 sends each non-LLC constituent to its own title, and § 4A-705 sends objecting members to the corporate appraisal subtitle. Reading Title 4A alone will not tell a filer what goes in the document. Scope is merger only. Conversion is a separate transaction governed by § 4A-1101, which lets an LLC convert to an other entity or an other entity convert to an LLC by filing articles of conversion, and Title 4A provides no division, no interest exchange, and no domestication. Maryland also keeps no consolidation concept for LLCs: § 4A-701 speaks only of merging into an existing company. |
§ 4A-701 authorizes the transaction in both directions and enumerates the same six counterparties each way. Subsection (a) lets a domestic LLC merge into one or more domestic LLCs, foreign LLCs, partnerships, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest. Subsection (b) lets any of those same six merge into a domestic LLC. Two qualifiers in that list do real work and are easy to miss. A corporation counterparty must be one having capital stock, which on its face excludes a Maryland nonstock corporation, and a business trust counterparty must be one having transferable units of beneficial interest. The authority is also expressly default law: the whole of subsection (a) opens with the phrase unless otherwise agreed, so an operating agreement may narrow or forbid mergers that the statute would otherwise permit. Foreign LLCs are eligible without any requirement that their home law be checked first, although § 4A-702 then requires the foreign constituent to approve in the manner and by the vote required where it is organized. A foreign LLC that will do business in Maryland after the merger must register under § 4A-1002. |
Maryland has no plan of merger and no agreement of merger requirement. The articles of merger are the operative instrument, and § 4A-703 requires only that they contain the provisions required by § 3-109 of the corporation statute. That section, written for corporations, supplies nine items in subsection (b): an agreement to merge, the name and place of organization of each party and of the successor, dates of incorporation or formation and Maryland registration for foreign parties, every Maryland county where any party has its principal office or owns an interest in land, principal office and resident agent details for a foreign successor, a statement that the transaction was advised, authorized, and approved by each party in the manner and by the vote required by its governing document together with a statement of the manner of approval, and every other provision necessary to effect the merger. Subsection (d) adds the merger-specific items, including any amendment or restatement of the successor articles of organization effected as part of the merger, and the manner and basis of converting interests into other stock, partnership interest, membership interest, or other consideration, so a full cash-out is permitted. § 3-109 also lets those terms depend on facts ascertainable outside the articles. |
§ 4A-702 approves the merger constituent by constituent, and the LLC rule is in subsection (f): unless otherwise agreed, a domestic LLC approves by the consent of members holding at least two-thirds of the interest in profits, as determined under § 4A-503. That cross-reference is the trap. § 4A-503 provides that unless otherwise agreed, profits and losses are allocated in proportion to respective capital contribution values, so the two-thirds is measured by contributed capital, not by head count and not by any separately stated voting percentage. An operating agreement that sets voting rights but never addresses profit allocation leaves the merger vote keyed to capital. Both the threshold and the metric are fully waivable. Other constituents approve under their own law: a corporation under § 3-105, which requires the affirmative vote of two-thirds of all the votes entitled to be cast, a business trust under Title 8 or Title 12, a partnership under Title 9A, a limited partnership under Title 10, and a foreign LLC in the manner and by the vote required where it is organized. Note that Title 4A requires member consent, not manager approval, and provides no board-style advisory step. |
Title 4A prescribes no meeting, no notice, and no record date for an LLC merger vote. § 4A-702 requires only the consent of members holding the required interest in profits, which on its face is satisfied by written consent without any gathering. The contrast with the corporate track is sharp and matters whenever a corporation is on the other side of the deal: § 3-105 requires the board to adopt a resolution declaring the transaction advisable, to direct that it be submitted to stockholders at an annual or special meeting, and to give notice stating that a purpose of the meeting is to act on the merger, with notice going even to stockholders not entitled to vote. None of that applies to the LLC constituent. Maryland also has no provision requiring the separate consent of a member who would become personally liable as a result of the merger, a protection that many states write into their merger articles; Title 4A simply does not address it, so the two-thirds consent carries the whole transaction. The practical consequence is that the operating agreement, not the statute, is the only place notice and meeting protections for a Maryland LLC merger can come from. |
§ 4A-703 states the three requirements: the articles contain the provisions required by § 3-109, they are executed, and they are filed for record with the Department, which § 1-101 defines as the State Department of Assessments and Taxation. Execution is party-specific. An LLC signs under § 4A-206, which requires articles of merger to be executed by an authorized person and permits signature by an attorney in fact without any filed power of attorney; a corporation or business trust signs under Title 1; a limited partnership under Title 10; a partnership under Title 9A. For the Title 1 signers, § 1-301 requires signature and acknowledgment by senior officers, attestation by a secretary or treasurer, and verification under oath of the matters relating to authorization and approval, which § 1-302 permits to be satisfied by an attached statement made under the penalties for perjury. The filing fee under § 1-203 is one hundred dollars, with an additional expedited fee, and § 1-204 can add an organization and capitalization fee where a corporate successor aggregate par value increases. A property certificate under § 4A-707 accompanies the articles for each county where a non-surviving party owns an interest in land. The Department publishes no articles of merger form, so the document is drafted to statutory specification. |
§ 4A-708 sets the effective time as the later of the time the Department accepts the articles for record or a time established under the articles not to exceed thirty days after acceptance. The delayed date therefore cannot precede acceptance and cannot run past a thirty-day outside limit, and § 1-206 confirms the general rule that charter documents are effective when accepted. Abandonment is available under § 4A-704 at any point before the effective date unless the articles preclude it, and for the LLC constituent it takes the same consent required to approve the merger under § 4A-702 or a lesser vote provided in the operating agreement, which is the one place Maryland lets the exit be easier than the entry. If the articles already reached the Department, notice of abandonment must be given promptly, and an abandonment creates no legal liability under the articles. Post-filing errors are fixed by a certificate of correction under § 1-207, which may not change the effective date and may not alter the wording of any adopted resolution. One divergence is worth flagging: § 1-207 covers documents filed under Titles 1 through 5 or Title 8, while the current Department form states Titles 1 through 5 or Titles 8 and 10. |
§ 4A-709 states the effects. The separate existence of every party except the successor ceases. Membership interests to be converted or exchanged cease to exist, subject to the rights of an objecting member. The assets of each party, including any legacies it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed, and confirmatory deeds may be executed later by the last acting authorized persons of the non-surviving party or by the successor. The successor is liable for all debts and obligations of each non-surviving party; a pending claim, action, or proceeding may be prosecuted to judgment as if the merger had not taken place, or the successor may be substituted on motion, in which case the judgment runs against the successor. A merger does not impair the rights of creditors or a lien on the property of any party. Land is handled by a recording chain unusual among states: § 4A-706 has the Department prepare certificates of merger and send one to the clerk of the circuit court for each county where a non-surviving party owned an interest in land, and § 4A-707 requires a matching property certificate, though a defect in it does not invalidate the transfer. A foreign successor doing business in Maryland must register under § 4A-1002 and by § 4A-1010 assents to Maryland law. |
§ 4A-705 gives an objecting member, unless otherwise agreed, the same rights as a stockholder of a Maryland corporation objecting to a merger under Title 3, Subtitle 2, and adds that those procedures apply to the extent practicable. That qualifier is doing a great deal of work, because the corporate procedure is keyed to machinery an LLC may not have. § 3-203 requires a written objection at or before the stockholders meeting, that the holder not vote in favor, and a written demand on the successor within twenty days after the Department accepts the articles; failure to comply binds the holder. § 3-202 grants the right to fair value but excludes stock listed on a national securities exchange and several other categories. A demanding holder loses dividends and all other rights except payment under § 3-204, and may withdraw only with the successor consent under § 3-205. The successor must give notice of acceptance and may make a written offer supported by a balance sheet and profit and loss statement under § 3-207. Either side may petition a court of equity within fifty days under § 3-208; § 3-210 has the court appoint three disinterested appraisers reporting within sixty days; § 3-211 assesses costs against the successor absent arbitrary and vexatious refusal and bars attorney fees from costs. Foreign successors must consent to Maryland service under § 4A-710. |
Maryland has no short-form LLC merger. Title 4A contains no ownership threshold that dispenses with the member vote, so even a wholly owned subsidiary LLC merger needs the § 4A-702 consent and a full set of articles. All three Maryland short-form routes sit in the corporation subtitle and are unavailable to an LLC constituent: § 3-106 permits a ninety percent or more owned subsidiary corporation to merge into its parent on board approval alone, with twenty business days notice to minority stockholders who keep fair value rights; § 3-106.1 permits a tender or exchange offer merger without a stockholder vote, but only for agreements providing for consummation on or after October 1, 2014, and only where the subject corporation shares are registered under the Securities Exchange Act; and § 3-106.2 permits a holding company reorganization on a majority board vote. The nonexclusive alternative for an LLC is conversion under § 4A-1101 rather than merger. Boundaries to watch: § 3-117 still requires Department filings when two foreign entities merge and one owned Maryland land, and Maryland recognizes a series company only as a foreign LLC operating under another state series statute, providing no mechanism for merging a domestic series. |
| Massachusetts verified 2026-09-11 | Chapter 156C of the General Laws, the LLC act, governs; the business corporation act does not apply to an ordinary LLC merger. The chapter uses consolidation and merger as paired terms and subjects both to the same rules. § 59 is the operative authorization and fixes the permitted constituents, § 60 supplies approval and the objecting member's remedy, § 61 prescribes the certificate and its effective time, and § 62 states the effects on property, debts and causes of action. § 12 makes the state secretary the filing office and makes an LLC a separate legal entity until its certificate of organization is cancelled. § 2 supplies the definitions the merger sections borrow. |
§ 59 permits a domestic LLC to consolidate or merge with or into one or more domestic LLCs or other business entities formed or organized under the law of the commonwealth or any other state of the United States or any foreign country or other foreign jurisdiction. Its defined term other business entity is deliberately wide: a corporation to which section 17.01 of Part 17 of chapter 156D applies, a professional corporation and a foreign professional corporation, a foreign corporation, an association or a trust as defined in section 1 of chapter 182, a partnership whether general or limited and whether domestic or foreign, and a foreign limited liability company. Cross-type and cross-border mergers are therefore ordinary. § 2 defines foreign limited liability company as one formed under the laws of any state other than the commonwealth. |
Chapter 156C does not impose a statutory list of plan contents. The agreement of consolidation or merger is a private document, and § 59 requires only that it designate which constituent is the resulting or surviving entity. Consideration is flexible: § 59 lets rights or securities of, or interests in, a constituent be exchanged for or converted into cash, property, rights or securities of, or interests in, the survivor. § 61 gives the agreement indirect public effect by requiring the certificate to state that the agreement is on file at a place of business of the survivor, to give that address, and to state that a copy will be furnished on request and without cost to any member or interest holder. § 61 also lets the agreement amend the survivor's operating agreement or adopt a new one. |
§ 60 sets the default: unless otherwise provided in a written operating agreement, each domestic LLC approves by members who own more than fifty percent of the unreturned contributions to the company, and where there is more than one class or group of members, by each class or group on that same basis. The denominator is capital, not headcount. The default yields to the operating agreement, but only a written one, which matters because § 2 otherwise recognises oral operating agreements. § 21 states the chapter's residual voting rule in the same more-than-fifty-percent terms and confirms that voting may be on a per capita, number, financial interest, class group or any other basis. Each non-LLC constituent approves under its own governing law. |
Chapter 156C prescribes no merger-specific meeting, notice or written- consent machinery. § 60 requires only that the consolidation or merger be approved by members holding the required share of unreturned contributions, and leaves how that approval is solicited, noticed and recorded to the written operating agreement that displaces the default. § 21 likewise leaves the voting basis to the agreement rather than fixing a statutory procedure. Massachusetts also has no counterpart to the separate consent some states require from a member who will become personally liable in the survivor: the seven items § 61 requires in the certificate include no such statement, and the chapter conditions the merger on no such individual consent. |
§ 61 requires the survivor to file a certificate of consolidation or merger in the office of the state secretary, in the manner described in § 17 and executed in the manner described in § 15. It must state seven things: each constituent's name and jurisdiction of formation; that an agreement has been approved and executed by each; the survivor's name; any future effective date or time, which must be a date or time certain; that the agreement is on file at a place of business of the survivor, with the address; that a copy will be furnished on request and without cost; and, for a survivor not organized under the laws of the commonwealth, its irrevocable appointment of the state secretary as attorney for service of process. Under § 15 any manager or other authorized person may execute, as an affirmation under the penalties of perjury. § 17 requires the original signed copy plus a duplicate. § 12 confirms the filing office. The Corporations Division also requires federal identification numbers and charges one hundred dollars. |
§ 61 makes a consolidation or merger effective on the filing of the certificate in the office of the state secretary, unless the certificate provides a future effective date or time, which must be a date or time certain; there is no outside limit expressed in days. Abandonment is contractual: § 60 allows an agreement, notwithstanding prior approval, to be terminated or amended only pursuant to a provision for such termination or amendment contained in the agreement itself, so a constituent that wants to walk away must reserve that right in advance. Chapter 156C supplies no certificate of correction for a merger filing. § 13 governs amendment of the certificate of organization by a separate certificate of amendment, effective on filing unless a later date certain is stated. |
§ 62 operates automatically on effectiveness. All rights, privileges and powers of every constituent, all property real, personal and mixed, all debts due, and all other things and causes of action vest in the survivor, and title to real property does not revert or become in any way impaired. All rights of creditors and all liens upon any property are preserved unimpaired, and all debts, liabilities and duties attach to the survivor and may be enforced against it as if it had incurred them. Because the vesting is automatic, § 62 provides that a non-surviving domestic LLC need not wind up its affairs under § 45 or pay liabilities and distribute assets under § 46. For registration, § 61 makes the certificate act as a certificate of cancellation for a non-surviving domestic LLC and as a final annual report for an association or trust. |
Massachusetts provides no appraisal proceeding and no judicial valuation. § 60 makes the exclusive remedy of a member who objects to the consolidation or merger the right to resign as a member and to receive any distribution with respect to that member's LLC interest. That remedy runs through § 36, which permits resignation at the time or on the events specified in the operating agreement and otherwise on not less than six months' prior written notice, but which also lets an operating agreement provide that a member has no right to resign at all, narrowing the only statutory remedy. Creditors are protected by § 62's preservation of all rights of creditors and all liens unimpaired rather than by any dissent procedure. A survivor not organized under the laws of the commonwealth must, under § 61, irrevocably appoint the state secretary as its attorney for service of process if it does not continuously maintain an agent here, in the manner set by section 15.10 of chapter 156D. |
Chapter 156C contains no short-form parent-subsidiary merger and no abbreviated route for a wholly owned subsidiary; every merger runs through § 60 approval and a § 61 certificate. § 64 supplies the one genuinely separate path: an LLC whose plan of reorganization under an applicable federal statute has been confirmed by the decree or order of a court of competent jurisdiction may carry out the plan and do any act it provides without further action by its members or managers, acting through court- appointed trustees or designated members or managers. § 61 further preserves other routes by providing that its operating-agreement provisions do not limit accomplishing a merger by any other means provided in the operating agreement or otherwise permitted by law. Professional, nonprofit and series entity specifics are outside this survey, though § 59 does reach professional corporations as constituents. |
| Michigan verified 2026-09-11 | Michigan's merger rules for an LLC are in Article 7 of the Michigan Limited Liability Company Act, Act 23 of 1993, compiled as § 450.4701 through § 450.4706 together with § 450.4705a. The act uses merger only and never treats consolidation as a separate transaction. Article 7 divides by the identity of the other constituent rather than by deal size: § 450.4701 governs a merger of two or more domestic limited liability companies, § 450.4705 adds one or more foreign limited liability companies, and § 450.4705a governs a merger with a business organization, meaning almost any other incorporated or unincorporated enterprise. The division is exclusive in one direction, because § 450.4705a(2) provides that if all of the business organizations in a merger with domestic LLCs are foreign limited liability companies the merger must comply with § 450.4705 and not § 450.4705a. Conversion is a different transaction and stays outside this answer; § 450.4206(8) locates it at section 708 of the act. |
§ 450.4701(1) reaches two or more domestic limited liability companies. § 450.4705(1) permits one or more foreign limited liability companies to merge with one or more domestic limited liability companies on two conditions: the merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company complies with that law in effecting the merger, and each domestic constituent company complies with § 450.4701 through § 450.4703. § 450.4705a(1)(a) defines business organization as a domestic or foreign corporation, domestic or foreign nonprofit corporation, limited partnership, general partnership, a telephone corporation formed under 1883 PA 129, or any other type of domestic or foreign business enterprise, incorporated or unincorporated, except a domestic limited liability company. § 450.4705a(3) then allows the merger if each constituent business organization's own jurisdiction permits it and it complies with that law, each foreign constituent business organization transacting business in Michigan complies with Michigan law, and each domestic LLC complies with that section. Either side may survive, and § 450.4705a(10) expressly contemplates a foreign business organization as the surviving entity. |
§ 450.4701(2) requires the plan of merger to set forth the name of each constituent company and the name of the surviving company; the terms and conditions of the proposed merger, including the manner and basis of converting the membership interests in each limited liability company into membership interests in the surviving company, or into cash or other property, or into a combination of those; a statement of any amendment to the surviving company's articles of organization to be effected by the merger, any restatement of the articles, or a statement that no changes are to be made; and other provisions the constituent companies consider necessary or desirable. The act does not require the plan to be in a record in so many words, but § 450.4703(1) assumes an approved plan before the certificate is executed. For a cross-entity merger, § 450.4705a(4) requires each domestic LLC to prepare a plan and adds two items to the first list, the street address of the surviving entity's principal place of business and the type of organization of the surviving entity, and it widens the consideration to ownership interests or obligations of an entity that is not a party to the merger. |
§ 450.4702(1) requires the plan to be submitted to the members of each constituent company for approval, and a unanimous vote of the members entitled to vote in each constituent company is required to approve a merger, unless an operating agreement of a constituent company provides otherwise. § 450.4705a(5) states the same default for a cross-entity merger. The denominator is the members entitled to vote rather than all members, and the operating agreement may move the threshold in either direction: the act supplies no floor, no majority-in-interest fallback, and no grandfather date for the merger vote. Michigan attaches a price to lowering the threshold instead of a limit, in the withdrawal right at § 450.4702(2) and § 450.4705a(6). Article 7 requires no separate manager approval step. Each foreign or other-form constituent approves under its own governing law, which § 450.4705(1)(a) and § 450.4705a(3)(a) make a condition of the merger rather than a Michigan procedure. |
Article 7 prescribes no meeting, no notice minimum or maximum, no notice contents, no deemed-delivery rule, no waiver, and no written-consent or all-member-signature alternative. § 450.4702(1) says only that a plan of merger shall be submitted to the members of each constituent company for approval, which leaves the mechanics to the operating agreement and to the act's general member-voting provisions. Michigan also has no new-personal- liability consent of the kind the uniform acts use, so a member who would become personally liable for another person's obligations after the merger gets no separate statutory veto on that ground. The act addresses the exposure backwards instead, by preserving the past: § 450.4705a(9)(d) provides that the surviving entity has all of the liabilities of each constituent entity and that the section does not affect the liability, if any, of a person that was an obligated person with respect to a merging entity for acts or omissions that occurred before the merger, with obligated person defined in § 450.4705a(1)(d). A member who objects relies on unanimity under § 450.4702(1), or on withdrawal under § 450.4702(2) if the operating agreement has lowered the vote. |
The public record is a certificate of merger. § 450.4703(1) requires it to be executed as provided in § 450.4103 and filed on behalf of each constituent company, not by the survivor alone, and to set forth the name of each constituent company and of the surviving company, the articles-of- organization statement required by § 450.4701(2)(c), a statement that the plan of merger has been approved by the members of the constituent company in accordance with § 450.4702(1), a statement of any assumed names of merging companies transferred to the survivor as authorized by § 450.4206(6), and the effective date of the merger if later than the date the certificate is filed. § 450.4705a(7) sets the parallel list for a cross-entity merger. § 450.4103(2) requires the signature of a manager if management is vested in one or more managers, at least one member if management remains in the members, or any authorized agent of the company, and the document must state the signer's name and the capacity in which the person signs beneath or opposite the signature. Filing is with the administrator under § 450.4104, and the fee is $100.00 under § 450.5101(1)(j). A foreign LLC survivor files separately under § 450.5005. § 450.4104(7) lets the administrator require a prescribed form. |
§ 450.4703(2) makes the certificate of merger effective in accordance with § 450.4104, and § 450.4104(6) supplies the rule: a filed document is effective at the time it is endorsed unless a subsequent effective time is set forth in the document that is not later than 90 days after the date of delivery. § 450.4703(1)(d) is the matching content field, the effective date of the merger if later than the date the certificate of merger is filed. Article 7 contains no plan-amendment section and no re-vote trigger. Abandonment is express: under § 450.4706(1), unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger the merger may be abandoned in accordance with the procedure set forth in the plan of merger or, if the plan sets none, by the unanimous vote of the members entitled to vote in each domestic constituent limited liability company, unless an operating agreement provides otherwise. § 450.4706(2) requires a constituent that has already filed to file a certificate of abandonment within 10 days after the abandonment but not later than the effective date of the certificate of merger, at $10.00 under § 450.5101(1)(k). A filing that was inaccurate or defectively executed is corrected under § 450.4106 by a certificate of correction at $25.00, effective in its corrected form as of the original filing date except as to a person who relied on the inaccurate portion and was adversely affected by the correction. |
§ 450.4704 lists what happens when a merger takes effect: every other constituent company merges into the surviving company and the separate existence of every constituent company except the survivor ceases; all property real, personal and mixed, all debts due on whatever account including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment; the survivor may use the name and the assumed names of any constituent company if the filings required under § 450.4206(6) and (7) are made; the survivor has all of the liabilities of each constituent company; a proceeding pending against any constituent company may be continued as if the merger had not occurred or the survivor may be substituted in the proceeding; the articles of organization of the surviving company are amended to the extent provided in the certificate of merger; and the membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger. § 450.4705a(9) repeats the list for a cross-entity merger in the vocabulary of entities and ownership interests and adds the obligated-person carve-out. Assumed-name registrations move by the certificate of merger itself under § 450.4206(6), and a transferred assumed name runs only for the remaining effective period of the existing certificate. |
Michigan gives an LLC member no appraisal or dissenters right, and the act contains no appraisal provision. The substitute is conditional on the operating agreement. § 450.4702(2) provides that if an operating agreement of a constituent company provides for approval of a merger by less than unanimous vote of members entitled to vote and the merger is approved, a member that did not vote in favor of the merger may withdraw from the limited liability company and receive, within a reasonable time, the fair value of the member's interest, based upon the member's share of distributions as determined under § 450.4303. § 450.4303(1) allocates distributions as the operating agreement provides and otherwise, on and after July 1, 1997, in equal shares to all members, so the default measure is a per-capita share rather than a contribution share. The cross-entity version in § 450.4705a(6) is narrower by one word: it reaches a member that voted against the merger, while § 450.4702(2) reaches a member that did not vote in favor, which also covers an abstention. Where the vote remains unanimous there is no payment right, because there is no dissenter. Creditors rely on succession under § 450.4704 rather than on a notice procedure. § 450.4705(3) makes the surviving company liable for, and subject to service of process in a proceeding in Michigan for the enforcement of, any obligation of a domestic constituent company, including any obligation to a member who has dissented and withdrawn under § 450.4702(2), and § 450.4705a(10) says the same where the survivor is a foreign business organization. A foreign LLC authorized to transact business in Michigan that survives a merger must also file, not later than 30 days after the merger becomes effective, a certificate from its own jurisdiction attesting to the occurrence of the merger under § 450.5005(2), at $10.00 under § 450.5101(1)(p). |
Michigan has no short-form merger. Article 7 provides no parent-subsidiary route, no ownership-threshold shortcut, no certificate of ownership and merger, and no substitute filing, so a merger with a wholly owned subsidiary follows § 450.4701 through § 450.4703 in the ordinary way, unanimous default vote included. The act's other statutory route is conversion, which § 450.4206(8) locates at section 708 and which is outside this answer. The express entity boundary is professional practice: § 450.4910 provides that a professional limited liability company may merge only with other limited liability companies whose members and managers are licensed persons permitted to be members or managers under that article, or other entities that are licensed persons or whose shareholders, partners, or other owners, members, or managers are licensed persons permitted to be members or managers under that article. § 450.4902 supplies the definitions of licensed person and professional service that set the boundary's width. Nonprofit corporations are inside the permitted counterparties rather than carved out: § 450.4705a(1)(a) lists them and § 450.4705a(1)(c) defines nonprofit corporation by the law of the jurisdiction of formation, so a charitable-asset or regulatory restriction reaches the transaction through that entity's own law under § 450.4705a(3)(a). Banking, insurance, utility, securities, and tax approvals stay outside this survey. |
| Minnesota verified 2026-09-12 | Minnesota Revised Uniform LLC Act, §§ 322C.1002, 322C.1003, 322C.1004, 322C.1005, 322C.1015, and 322C.1016; ordinary merger and a separate wholly-owned-subsidiary route; exchange, conversion and domestication are separate |
Minnesota LLC may merge with one or more domestic or foreign organizations if every governing statute authorizes and does not prohibit the merger and each other constituent complies with its law (§ 322C.1002) |
Record plan states constituent/survivor names and forms, terms, interest conversion into money, survivor interests or other consideration, and new or amended survivor record-form organizational documents (§ 322C.1002, subd. 3) |
Default consent of all LLC members, subject to operating-agreement control and the personal-liability protection; other constituents approve under their governing statutes (§§ 322C.0110, 322C.1002-.1003, 322C.1015) |
Member may demand meeting on ≥20 days' record notice; meeting-equivalent written consent and signed proxy allowed. Newly personally liable member must consent unless agreement validly allows fewer-than-all approval and member assented to that provision (§§ 322C.0407(5), 322C.1015) |
Each LLC constituent files Secretary of State Articles naming parties/survivor, forms/laws, effective date, public survivor documents/amendments, approval, and foreign-survivor process address; authorized person or agent signs (§§ 322C.0203, 322C.1004) |
$60 mail filing; no online/in-person merger filing. LLC survivor: filing or later time, ≤90 days; other-form survivor follows its law. Plan/original consent governs amendment or abandonment before effect; no merger-specific postfiling withdrawal stated (§§ 322C.0205, 322C.1003-.1004) |
Survivor continues/exists; nonsurvivors cease; property, debts/liabilities, proceedings, rights/powers/purposes, plan terms and public organizational documents continue or take effect; no default LLC dissolution (§ 322C.1005) |
No Chapter 322C merger appraisal/dissent right for LLC member; sole fair-value occurrence is judicial dissolution. Debts continue; foreign survivor accepts Minnesota jurisdiction and, if unregistered, Secretary of State process (§ 322C.1005) |
§ 322C.1016 lets an LLC parent merge a wholly owned subsidiary into itself or combine wholly owned subsidiaries by ordinary-course resolution and parent-signed articles; ordinary route remains available. Special-entity/regulatory overlays remain separate |
| Mississippi verified 2026-09-12 | Revised Mississippi LLC Act, Miss. Code tit. 79, ch. 29, art. 2, §§ 79-29-221 to -231; agreement-of-merger route for ordinary domestic LLCs; conversion/domestication and asset disposition are separate (§§ 79-29-105(r), -221) |
One or more Mississippi LLCs may merge with a domestic/foreign entity: for-profit/nonprofit corporation, LP, GP, LLP, LLC, joint venture, joint-stock company, business trust, estate, government, or other business association/legal entity. Each party and survivor must be permitted and comply under its own law/documents (§§ 79-29-105(g), -221) |
Agreement names parties/survivor; states terms; converts interests into shares/securities/interests/obligations/acquisition rights/cash/property; supplies new survivor documents or existing-survivor amendments; includes other-law/document terms. Conversion and other terms may use objective external facts (§ 79-29-221) |
Certificate/operating agreement may vary ordinary approval; statutory default is ≥majority of all votes entitled plus ≥majority in each affected or document-entitled separate class/series. Each other entity must complete all approval required by its law/documents (§§ 79-29-123, -223, -225) |
Unless member approval is excused, meeting notice goes to every member and financial-interest owner, voting or not, states merger purpose, and includes plan and survivor-document copy/summary; no fixed merger notice period. General written consent without meeting uses meeting threshold and notices nonconsenters within 20 days. Each owner gaining personal liability separately consents in writing (§§ 79-29-223, -309) |
$25 Certificate of Merger executed for every party by an authorized person and delivered to Secretary of State; names/jurisdictions, effective date, survivor formation document or amendment, member/separate-group approval, and each party's own-law/document authorization (§§ 79-29-207, -225, -1203; current SOS schedule) |
Filing-effective unless Certificate states a date/time certain ≤90 days. Agreement may authorize prefiling amendment but protects consideration, survivor documents, and materially adverse terms after member approval. Pre-effect abandonment follows plan/entity law or entity procedure; postfiling Statement required. Correction within 1 year relates back subject to adverse reliance (§§ 79-29-213, -221, -225, -229) |
Survivor continues/is created; nonsurvivors cease; property and contract rights vest without reversion/impairment; liabilities vest; survivor name may substitute in proceedings; organizational documents and converted interests take effect. No merger-specific foreign-registration transfer/cancellation rule appears (§ 79-29-227) |
Owners of financial interests, including nonmembers, default to fair-value appraisal on consummation; certificate/written operating or other agreement may alter/eliminate. Voting claimant gives pre-vote written intent and does not vote for merger; completed deal challenge limited to noncompliance, fraud, or material misrepresentation. Liabilities and premerger personal liability survive; foreign survivor appoints SOS only for appraisal process and agrees to pay (§§ 79-29-227, -231) |
No parent-subsidiary/ownership-threshold short form in §§ 79-29-221 to -231. Professional LLC may merge only with domestic/foreign PLLC or LLC when every disappearing/surviving member is professionally qualified; Mississippi professional survivor must comply with art. 9 (§ 79-29-921) |
| Missouri verified 2026-09-11 | The Missouri Limited Liability Company Act, chapter 347, governs. Section 347.127 splits authority in two. Subsection 1 covers a domestic LLC merging or consolidating with one or more LLCs formed in Missouri or any other jurisdiction, routed to sections 347.127 to 347.135. Subsection 2 covers a merger with partnerships, trusts, business trusts, corporations, real estate investment trusts and other associations, routed to sections 347.700 to 347.735. Section 347.700 confirms the split from the other direction. Missouri keeps the older merger and consolidation duality throughout: in a merger one constituent survives, while in a consolidation a new entity results and the plan must state everything the new entity organizational documents require. Note an internal discrepancy, section 347.127 describes the LLC track as sections 347.127 to 347.135 while section 347.700 describes it as sections 347.127 to 347.133. |
On the LLC track, any domestic LLC may combine with one or more LLCs formed under Missouri law or the law of any other jurisdiction. On the cross-entity track, section 347.710 lets a domestic LLC merge or consolidate with any one or more persons at least one of which is not an LLC, and section 347.705 defines person broadly to include domestic or foreign general partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, LLCs, corporations, trusts, business trusts, real estate investment trusts and other associations or business entities. Foreign constituents are allowed only on the conditions in section 347.735: their own governing law must permit the transaction and they must comply with it, and a foreign survivor must itself comply with section 347.725. Chapter 347 contains no domestication or conversion-out provision for an existing LLC. |
A written agreement of merger or consolidation is mandatory on both tracks, and both require six items. Section 347.128 requires the name and state or country of organization of each constituent and of the survivor or new company, the terms and conditions, the manner and basis of converting interests, any amendments to the survivor organizational documents or a statement that none are desired, in a consolidation all statements required in the new company articles of organization, and any other desired provisions. Section 347.715 is the cross-entity parallel, phrased in terms of organizational documents generally and covering shares of stock as well as interests. Consideration is flexible on both tracks: interests may convert into interests of the survivor, the new entity or any other person, or in whole or in part into cash or other property, so a full cash-out is permitted. |
Unanimity is the default and it is fully waivable. Section 347.079 provides that except as provided in the operating agreement, the affirmative vote, approval or consent of all members is required to approve a merger or consolidation with another person. That is a member vote, not a manager vote, and it governs even in a manager-managed company. Do not confuse it with the separate ordinary-business default in the same section, which is more than one-half by number of the authorized persons and is expressly made subject to the unanimity subsection. On the cross-entity track section 347.720 approves constituent by constituent: all partners of a general partnership, all general and all limited partners of a limited partnership, a corporation under chapter 351 or 355, a domestic LLC under section 347.079, and a foreign constituent under its own law. Approval is then certified on the agreement, for an LLC by any authorized person. |
Chapter 347 prescribes no statutory meeting or notice procedure for approving a merger. Section 347.081 instead leaves notice of the time, place or purpose of a meeting, waiver of notice, action by consent without a meeting, quorum requirements and proxies to the operating agreement, and declares a policy of giving maximum effect to freedom of contract. Section 347.083 supplies the fallback: unless the operating agreement provides otherwise, any action or vote that must be taken at a meeting may be taken without a meeting by a written consent signed by all persons entitled to act or vote, which in practice is how most Missouri LLC mergers are approved. Section 347.085 makes a signed written waiver equivalent to notice and treats attendance as waiver absent timely objection. Missouri has no provision requiring the separate consent of a member who would take on new personal liability in the survivor. |
Filings go to the secretary of state, Corporations Division. On the LLC track the survivor or new company files a notice of merger under section 347.129 with nine items, including the effective date, a statement that the transaction was authorized and approved by the members of each party under the law of its organizing jurisdiction, any amendments to the survivor articles, a statement that the executed agreement is on file at the principal place of business with that address, and a statement that a copy will be furnished on request and without cost to any member. It is executed by at least one authorized person of the domestic LLC and one authorized agent for the other party. On the cross-entity track section 347.725 requires the agreement itself or, in lieu of it, articles of merger, and the secretary endorses the document Filed and issues a certificate of merger or consolidation, which the LLC track has no counterpart to. The filing fee is twenty dollars under section 347.179 plus the five-dollar surcharge in section 347.740, which is why the current forms print twenty-five dollars. The secretary publishes no notice-of-merger LLC form; the only merger-related LLC form is LLC 2, for abandonment. |
Ninety days is the outer limit on both tracks. Section 347.129 forbids a stated effective date more than ninety days after the notice is filed, and section 347.131 makes a merger with a domestic survivor effective on the later of the date the secretary files the notice or the date stated in it, not to exceed ninety days after acceptance for filing. Section 347.725 imposes the same ninety-day ceiling measured from delivery. If the survivor is foreign, section 347.129 makes the effective date the date the transaction becomes effective in the survivor state of domicile, and a certifying document from that state is a prerequisite to effectiveness in Missouri. Abandonment is handled twice: section 347.720 permits abandonment before effectiveness under the agreement procedure or with the approval of those entitled to approve, and section 347.129 requires the domestic LLC to promptly file a notice of abandonment with three items. Errors are fixed by a statement of correction under section 347.055 for five dollars, effective as of the corrected document except against persons who relied on the uncorrected version and were adversely affected. |
Section 347.133 lists seven effects on the LLC track. The separate existence of every constituent but the survivor ceases; assets, including any legacies the constituent could have taken, transfer to and vest in the survivor without further act or deed, with confirmatory deeds available at any time; the survivor is liable for all debts and obligations of each nonsurviving party; pending claims may be prosecuted to judgment as if nothing happened or the survivor may be substituted, and a judgment against the nonsurviving party constitutes a lien on the survivor. Creditor rights and liens are unimpaired, the survivor articles are amended as the notice provides, the articles of every other domestic constituent are deemed cancelled by the filing, and interests convert as the agreement provides. Section 347.730 gives ten parallel effects for cross-entity deals, adding that the constituents become a single entity and that the survivor possesses all rights, privileges, immunities, powers and franchises of each constituent. A Missouri LLC that does not survive is separately dissolved under section 347.137. |
Missouri gives LLC members no appraisal or dissenters remedy. Both effects sections say the former holders of converted interests are entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law. Section 347.730 adds a clause stating that nothing in the cross-entity sections abridges or impairs any dissenter or appraisal rights otherwise available, but that is a non- abridgment clause only, it creates nothing, and the LLC-to-LLC track has no analogue. The fair value machinery in section 347.103 belongs to withdrawal, not merger: it runs from an event of withdrawal, the eleven events listed in section 347.123 do not include a merger, and a non- surviving company is dissolved instead. A member who wants an exit right must bargain for it in the operating agreement or the plan. Creditors are protected only by the non-impairment rules and by section 347.053, which makes a false statement in a notice of merger actionable by anyone who relies on it in good faith. A foreign survivor must consent to Missouri service of process and irrevocably appoint the secretary as its agent under section 347.135, with the cross-entity parallel in section 347.735. |
Missouri has no short-form parent-subsidiary merger for LLCs. Chapter 347 contains no ownership threshold permitting a merger without member approval, and the secretary publishes a parent-subsidiary merger form only in the corporation series. Every LLC merger therefore needs an agreement and the section 347.079 consent. A separate non-merger route exists: section 347.125 lets a Missouri general or limited partnership convert into an LLC by filing articles of organization with three added items, expressly without any dissolution of the partnership, with title vesting without further act or deed and creditor rights continuing without impairment. Boundaries matter because section 347.700 sends same-form combinations elsewhere: corporations to chapter 351 or 355, general partnerships to section 358.520, limited partnerships to section 359.165, and interested-shareholder business combinations to section 351.459. Series present a gap: section 347.186 treats a series with limited liability as a separate entity that can contract and sue in its own name, but chapter 347 provides no mechanism for merging a series. |
| Montana verified 2026-09-12 | Montana Limited Liability Company Act Part 12, Mont. Code Ann. §§ 35-8-1201 to -1203 (§ 35-8-1204 reserved), plus a corporate parent route in § 35-14-1105. Statute calls the ordinary LLC transaction a “merger,” not consolidation |
Domestic LLC may merge with or into domestic/foreign LLCs, partnerships, limited partnerships, or other domestic/foreign entities, with any form surviving. Foreign business entity's jurisdiction must permit the merger (§ 35-8-1201(1)) |
Plan states every party's name; survivor name/type; terms; interest conversion into survivor interests/obligations, money, or other property; and survivor principal-business street address. No required survivor governing document in the plan; Articles state necessary survivor-LLC article changes (§§ 35-8-1201(2), 35-8-1202(1)(f)) |
Montana LLC uses all members or the number/percentage specified in its operating agreement. Foreign LLC follows formation law; domestic partnership/LP uses its conversion vote; every other entity uses its governing-law merger vote or, absent one, all interest owners (§ 35-8-1201(3)) |
No merger-specific notice, waiver, written-consent form, or new-personal- liability veto. Consent-required action may occur without meeting, and a member/manager may appoint a proxy through a personally or attorney-in-fact signed instrument (§ 35-8-307(3), (5)-(6)) |
Every party signs Articles for Secretary of State: party names/jurisdictions; each LLC's original filing date; signed-plan approval; survivor name/address; effective date; survivor-LLC amendments; foreign-LLC formation/authority history; non-LLC survivor service/payment agreement; and survivor agent. Montana LLC uses manager, member, fiduciary, or attorney-in-fact signing route (§§ 35-8-1202, 35-8-204) |
Filing-effective or any later date the Articles provide; §§ 35-8-1201 to -1203 state no maximum delay. Before effect, amendment/abandonment follows the plan, with no stated postfiling termination record or protected-amendment categories. Articles of correction fix false/erroneous statements or defective signing and generally relate back subject to adverse reliance (§§ 35-8-1201(4)-(5), 35-8-215) |
Nonsurvivors terminate; property vests; debts/liabilities become the survivor's; proceedings continue or substitute it; rights and powers vest; preexisting personal member liability remains; disappearing LLC need not wind up unless agreed; and Articles serve as its dissolution articles (§ 35-8-1203) |
No automatic LLC merger appraisal, dissent, fair-value, or payment procedure in §§ 35-8-1201 to -1203. Non-LLC survivor accepts enforcement of any independently existing member-payment right; all constituent liabilities transfer; and statutory service applies when a foreign survivor's agent is missing/unfindable (§§ 35-8-1202(1)(h), 35-8-1203(1)-(2)) |
LLC Act has no short form, but an LLC qualifying as a parent “eligible entity” may use § 35-14-1105 when it owns at least 90% voting power of each voting class/series of a domestic corporate subsidiary; subsidiary board/ holder approval and signature may be excused, followed by 10-day notice. Corporate-organic conditions and all special/regulatory regimes remain outside this ordinary route (§§ 35-14-140(14), (55), 35-14-1105) |
| Nebraska verified 2026-09-12 | Nebraska Uniform LLC Act, Neb. Rev. Stat. §§ 21-170 to -174 and -183 to -184; statutory merger under recorded plan. Conversion and domestication are separate §§ 21-175 to -182 routes; Act governs all Nebraska LLCs (§§ 21-171, -197) |
Nebraska LLC may merge with domestic/foreign GP/LLP, LP/LLLP, LLC, business trust, corporation, or another person with a governing statute into any qualifying surviving organization; other statute must authorize, no enacting law may prohibit, and other organization must comply (§§ 21-170(9), -171(a)) |
Record plan gives each constituent name/form; survivor name/form and whether newly created; terms/conditions; interest conversion into money, survivor interests, or other consideration; new survivor's recorded organizational documents or existing survivor's recorded-document amendments (§ 21-171(b)) |
Default all members; operating agreement may vary ordinary approval because Act controls only where agreement is silent, subject to affected-member liability protection. Each other constituent approves under its governing statute (§§ 21-110, -171(a)(3), -172(a), -173(b)(6)) |
No merger-specific meeting notice period. Member consent may occur without meeting; signed proxy/agent appointment permitted. A member gaining survivor personal liability must consent unless operating agreement permits fewer-than-all merger approval and that member consented to that provision; generic amendment consent is insufficient (§§ 21-136(d), -183) |
Every constituent signs Articles under its law; each Nebraska LLC delivers to SOS. Articles state constituent/survivor names/forms/jurisdictions, new-survivor status, effect, new public organic document or existing amendment, approval, and other required information. $25 electronic/$30 written filing. Publish brief résumé 3 successive weeks near designated office and file proof (§§ 21-119, -173, -192 to -193) |
Nebraska LLC survivor: later of filing or stated time/date ≤90 days; other survivor: its governing statute. Before Articles delivery, plan or approval-level consent controls amendment/abandonment; no postfiling termination filing stated. Correction fixes original inaccuracy/defective signature and relates back subject to reliance (§§ 21-121 to -122, -172(b), -173(d)) |
Survivor continues/is created; nonsurvivors cease; property vests; debts/liabilities continue; proceedings continue; rights/powers/purposes vest; plan terms and new/amended public records take effect; no winding up/dissolution by default. Act states no merger-specific foreign-registration cancellation (§ 21-174(a)) |
No express LLC appraisal, dissent, fair-value, or payment procedure in §§ 21-170 to -184. Debts/liabilities continue; foreign survivor consents to Nebraska court jurisdiction for constituent debt enforceable here; affected member's new personal liability requires consent (§§ 21-174(b), -183) |
No parent-subsidiary/ownership-threshold route in §§ 21-170 to -174. Routes are nonexclusive. LLC may not operate as insurer; professional-service LLC has separate licensing/registration constraints, and other organizations' statutes and other-law prohibitions remain controlling (§§ 21-104, -171, -184 to -191) |
| Nevada verified 2026-09-12 | Nevada business-combination law, NRS ch. 92A with ch. 86; statutory merger, including 90%-parent route; conversion, exchange, and domestication are separate |
Domestic/foreign corporation (profit or nonprofit), LLC, LP, or business trust may be constituent/survivor; foreign merger must be permitted by and comply with its governing jurisdiction. General partnerships are not in § 92A.045's merger-entity list (§§ 92A.045, .100, .190) |
Written plan names each party/jurisdiction and survivor name/jurisdiction/type; states terms; converts/cancels interests into survivor/other-entity interests, purchase rights, securities, cash/property; may amend survivor constituent documents and add terms (§ 92A.100) |
Articles/operating agreement control; otherwise majority in interest overall and in each class, measured by adjusted capital contributions. Other entity forms approve under their Chapter 92A rules; foreign law must be satisfied (§§ 86.055, 92A.150, .190) |
No LLC-merger-specific meeting notice, written-consent, waiver, or proxy procedure in § 92A.150; governing documents control. Previously protected owner must consent through plan-connected action before becoming personally liable (§ 92A.260) |
Survivor files mandatory-form $350 Articles naming parties/jurisdictions, adoption and owner-approval status, survivor charter amendments, and full plan or plan-location statement; each party signs—manager for managed LLC, one member otherwise. Foreign survivor adds process address (§§ 92A.190, .200, .207, .210, .230) |
Filing or stated date/time ≤day 90; date-only means 12:01 a.m. Pacific. Before filing, plan or default majority-in-interest abandonment; after filing/before delayed effect, plan-based Articles of Termination. Plan may provide amendment. LLC correction fixes inaccurate/defective record and relates back subject to reliance (§§ 86.568, 92A.170-.175, .240) |
Nonsurvivors cease; real/other property, existing owner liability, constituent liabilities, proceedings, survivor charter amendments, and converted interests pass or continue. New personal liability requires consent (§§ 92A.250-.260) |
No automatic LLC dissent/appraisal right; articles, operating agreement, or merger agreement may create contractual rights. Foreign survivor appoints Secretary of State for predecessor and dissent obligations, pays any created dissent right, and gives process address (§§ 92A.190(2), .360) |
Parent domestic LLC with ≥90% of each voting class/profit-capital interest may merge subsidiary into parent without owner approval, or parent into subsidiary without subsidiary-owner approval; manager or all-member parent plan, owner mailing, and no survivor-document amendment except name (§ 92A.180). Charitable status cannot be lost (§ 92A.250(4)) |
| New Hampshire verified 2026-09-12 | New Hampshire Revised Limited Liability Company Act, RSA 304-C:155 through :172; “merger” uses a written agreement and Certificate under §§ :155-:159, followed by dissenters' rights under §§ :160-:172. No separate consolidation route (§§ 304-C:155 to :159) |
One or more New Hampshire LLCs may merge with or into one or more domestic or foreign LLCs or other business entities, and any party may survive. The operating agreement may restrict availability; other-form and foreign parties remain subject to their applicable law (§ 304-C:155) |
Every constituent enters a written agreement stating each party/survivor name; terms; conversion of LLC interests, shares, or other interests into interests, shares, securities, obligations, cash, or property; and survivor organic-document amendments or none. It may amend or install the survivor LLC agreement and add necessary/desirable provisions (§ 304-C:157) |
Operating agreement controls; otherwise majority of member votes, separately in every class/group. Default votes track each member's share of formation cash/property/service contributions. Each foreign LLC or other entity uses its applicable law and governing documents (§§ 304-C:64 to :65, :156) |
Operating agreement may set notice/waiver. Default written votes need no meeting/prior notice and use the all-entitled-voters-present meeting threshold; electronic votes count as written/signed, and meetings may use hearing-capable communications. A proxy may be written, electronic, or otherwise lawful. A dissent-triggering meeting notice states rights and includes the subdivision; no separate new-liability consent stated (§§ 304-C:60 to :61, :162) |
Survivor delivers a Certificate signed by every constituent to the Secretary of State. It states party names/jurisdictions; signed-agreement approval; survivor name; certain delayed time; agreement location/free-copy promise; and foreign survivor service consent, Secretary appointment, and mailing address. LLC signs through manager, member, fiduciary, or qualifying authorized person; Certificate cancels a disappearing LLC (§§ 304-C:28, :158) |
Default is close of business on filing date; a certain delayed date/time may run no later than day 90, and the merger uses the later filing or stated date. Each constituent's abandonment right comes from the agreement or its applicable law. Chapter 304-C states no merger-agreement amendment categories or Certificate-specific correction/withdrawal procedure (§§ 304-C:29, :156(III), :158) |
One survivor remains; others cease. Rights/powers and applicable duties vest; property and debts due vest without deed; real title does not revert; the survivor assumes liabilities; proceedings continue or substitute it; creditor rights/liens remain; and interests convert under the agreement or other law (§ 304-C:159) |
Unless operating agreement opts out, member may dissent from a consummated merger and demand fair value plus statutory interest. Meeting notice states rights/includes the subdivision; dissenter gives written pre-vote intent and does not vote in favor. Postauthorization notice is due within 10 days and sets a 30-to-60-day demand window; entitlement limits challenges to unlawful or fraudulent action. Foreign survivor accepts New Hampshire service (§§ 304-C:158(I)(g), :160 to :165) |
No parent-subsidiary, ownership-threshold, or other short-form route in §§ 304-C:155 to :159. Section :157(IV) preserves mergers and agreement changes accomplished through an LLC agreement, other agreement, or other law but supplies no substitute requirements. Professional, nonprofit, regulated, and other special regimes remain outside this ordinary-LLC answer |
| New Jersey verified 2026-09-11 | Mergers involving a New Jersey limited liability company are governed by Article 10 of the Revised Uniform Limited Liability Company Act, P.L.2012, c.50, codified at §§ 42:2C-73 through 42:2C-87. § 42:2C-74 is the operative grant: a limited liability company may merge with one or more other constituent organizations pursuant to that section, the three sections that follow it, and a plan of merger. The grant is conditional on three things, all in § 42:2C-74: the governing statute of each of the other organizations must authorize the merger, the merger must not be prohibited by the law of a jurisdiction that enacted any of the governing statutes, and each of the other organizations must comply with its own governing statute in effecting the merger. Article 10 also carries conversion and domestication, but those are separate transactions under their own sections and are not reached by the merger sections. New Jersey uses the single word merger; consolidation is not a separate statutory transaction, and there is no separate vocabulary for a merger of equals. |
New Jersey is fully cross-entity, and the breadth comes from a definition rather than from a list of permitted pairings. § 42:2C-73 defines an organization as a general partnership, including a limited liability partnership, a limited partnership, including a limited liability limited partnership, a limited liability company, a business trust, a corporation, or any other person having a governing statute, and states that the term includes a domestic or foreign organization regardless of whether it is organized for profit. A constituent organization is simply an organization that is party to a merger. So a New Jersey limited liability company may merge with a corporation, a partnership of either kind, a business trust, a nonprofit, or a foreign entity of any of those forms, and the catch-all for any other person having a governing statute means the list does not have to be amended each time a new entity form appears. The limit is not the New Jersey definition but the conditions in § 42:2C-74: the other side needs its own statute to authorize the merger and must comply with that statute. The surviving organization may preexist the merger or be created by it, under the definition in § 42:2C-73. |
§ 42:2C-74 requires a plan of merger, requires that it be in a record, and lists five things it must include. They are the name and form of each constituent organization; the name and form of the surviving organization, with a statement to that effect if the survivor is to be created by the merger; the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; the survivor organizational documents proposed to be in a record, if the survivor is to be created by the merger; and any amendments the merger will make to the survivor organizational documents, if the survivor preexists the merger. The consideration clause is deliberately open: any combination of money, interests in the survivor, and other consideration is permitted, so cash-out mergers and mixed consideration are both within the statute. New Jersey does not require the plan itself to be filed; the plan stays private and the articles of merger under § 42:2C-76 are what reach the public record. |
The default is unanimity and it is stated flatly. § 42:2C-75 provides that, subject to § 42:2C-86, a plan of merger shall be consented to by all the members of a constituent limited liability company. That is a consent standard, not a vote at a meeting, and it reaches all members rather than only those entitled to vote. An operating agreement may lower it, which is what § 42:2C-86 contemplates when it refers to an agreement providing for approval with the consent of fewer than all the members, and the act sets no numeric floor for that. There is one hard limit: § 42:2C-11 lists what an operating agreement may not do, and one item is to restrict the right to approve a merger, conversion, or domestication under § 42:2C-86 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization. Each other constituent approves under its own governing statute, not under New Jersey law, by force of § 42:2C-74, and § 42:2C-76 requires the articles to state as to each constituent organization that the merger was approved as required by that organization governing statute. |
Article 10 contains no meeting machinery at all. There is no notice period, no quorum, no record date and no meeting requirement for a New Jersey limited liability company merger; § 42:2C-75 speaks only of consent, so approval is obtained however the operating agreement provides and, in the default case, from every member. What New Jersey does regulate closely is the consent of a member who will end up personally liable. § 42:2C-86 provides that if a member of a constituent limited liability company will have personal liability with respect to the surviving organization, approval or amendment of the plan is ineffective without that member consent, unless the operating agreement provides for approval with the consent of fewer than all the members and the member has consented to that provision. § 42:2C-86 then closes the obvious loophole: a member does not give that consent merely by consenting to a provision of the operating agreement that permits the agreement to be amended with the consent of fewer than all the members. Personal liability is itself defined in § 42:2C-73, and § 42:2C-11 prevents the operating agreement from restricting the § 42:2C-86 right. |
The filing instrument is called articles of merger and is governed by § 42:2C-76. After each constituent organization has approved the merger, the articles are signed on behalf of each constituent limited liability company as provided in § 42:2C-20, and on behalf of each other constituent organization as provided in its own governing statute, so every side signs rather than the survivor alone. Under § 42:2C-20 a record signed on behalf of a limited liability company is signed by a person authorized by the company, and any record filed under the act may be signed by an agent, including an attorney in fact. § 42:2C-76 lists eight required contents: the name, form and governing-statute jurisdiction of each constituent; the same for the survivor plus a statement if it is created by the merger; the date the merger is effective under the survivor governing statute; the survivor certificate of formation or other public organizational document if the survivor is created by the merger; any amendments to a preexisting survivor public organizational document; a statement that each constituent approved as its governing statute required; a street and mailing address for a foreign survivor not authorized to transact business in New Jersey; and any additional information required by any constituent governing statute. Filing is centralized in one office: § 42:2C-2 defines the filing office as the Division of Revenue in the Department of the Treasury. § 42:2C-76 directs that the surviving organization deliver the articles for filing, and the fee is $100 under § 42:2C-93. |
§ 42:2C-76 sets effectiveness by reference to who survives. If the survivor is a limited liability company, the merger becomes effective on the later of delivery of the articles to the filing office or, subject to § 42:2C-22, the time specified in the articles. If the survivor is not a limited liability company, effectiveness is governed by the survivor own governing statute instead. § 42:2C-22 allows a record delivered for filing to specify a delayed effective date and, unlike many states, attaches no numeric ceiling to it, so New Jersey has no thirty-day or ninety-day outer limit on a delayed merger. Amendment and abandonment are handled by § 42:2C-75: after a merger is approved and at any time before the articles are delivered to the filing office, a constituent limited liability company may amend the plan or abandon the merger as provided in the plan, or, except as the plan otherwise prohibits, with the same consent that was required to approve it. Delivery is therefore the cut-off, and there is no separate certificate of abandonment to file. Post-filing errors run through § 42:2C-23, which allows a certificate of correction where the record contained inaccurate information or was defectively signed; it is effective retroactively to the corrected record effective date, and § 42:2C-23 expressly forbids it from stating a delayed effective date of its own. |
§ 42:2C-77 states ten consequences that follow automatically when the merger becomes effective. The surviving organization continues or comes into existence; each constituent that merges into it ceases to exist as a separate entity; all property owned by a constituent that ceases to exist vests in the survivor; all debts, obligations and other liabilities of a constituent that has ceased to exist continue as those of the survivor; a pending action or proceeding by or against a constituent that ceases to exist may be continued as if the merger had not occurred; all rights, privileges, immunities, powers and purposes of a constituent that ceases to exist vest in the survivor except as prohibited by other law; the terms of the plan take effect; a certificate of formation or other organizational document of a newly-created survivor becomes effective; and amendments provided for in the articles for a preexisting survivor become effective. Vesting is by operation of law, so no deed or instrument of transfer is required. One consequence is worth isolating: § 42:2C-77 provides that if a constituent limited liability company ceases to exist the merger does not dissolve it for the purposes of Article 7, Dissolution and Winding Up, so the survivor does not have to run a winding-up process for the disappearing company. On the membership side, § 42:2C-46 dissociates a person as a member when the company participates in a merger under Article 10 if the company is not the surviving entity, or if the person otherwise ceases to be a member as a result. |
New Jersey gives a dissenting member of a limited liability company no appraisal remedy. The words appraisal, dissent and fair value appear nowhere in the Revised Uniform Limited Liability Company Act, and Article 10 creates no buy-out, no withdrawal right triggered by a merger and no judicial valuation proceeding. Because § 42:2C-75 makes unanimous consent the default, the protection is structural rather than monetary: a member who objects simply withholds consent, and a member who will be personally liable in the survivor has the separate veto in § 42:2C-86 that § 42:2C-11 makes unwaivable. If the operating agreement has lowered the threshold, an outvoted member has no statutory payment right at all. Creditors are protected by succession rather than by notice: under § 42:2C-77 the liabilities continue against the survivor and pending proceedings continue unaffected, and there is no claims-publication procedure for a merger. For a foreign survivor, § 42:2C-77 provides that it consents to the jurisdiction of the New Jersey courts to enforce any liability owed by a constituent that was subject to suit here before the merger, and that a foreign survivor not authorized to transact business in New Jersey appoints the filing office as its agent for service of process; that is why § 42:2C-76 requires the articles to carry a street and mailing address for such a survivor. Service on the filing office is made under § 42:2C-17 by delivering duplicate copies, and it is effective at the earliest of actual receipt, the date on a signed return receipt, or five days after deposit with the United States Postal Service. Third parties get constructive notice under § 42:2C-3, which deems a non-member to have notice of a merger 90 days after the articles become effective. |
New Jersey has no short-form merger for limited liability companies. Article 10 contains no parent-subsidiary provision, no ownership percentage that dispenses with member approval, and no abbreviated filing; a merger between a parent limited liability company and a wholly-owned subsidiary runs through the same §§ 42:2C-74 through 42:2C-76 as any other, with the same consent requirement. What the act does provide is that its route is not the only one. § 42:2C-87 states that Article 10 does not preclude an entity from being merged, converted or domesticated under law other than the act, so a merger authorized by another New Jersey statute, such as the corporation law where a corporation is the survivor, remains available. § 42:2C-87 adds two protections that matter in practice. A limited liability company, whenever formed, that acquires the assets, liabilities and business of a predecessor organization with common ownership is presumed to have the rights, privileges and perquisites of the predecessor, and time periods and continuity of ownership are tacked between the company and the predecessor when eligibility for government grants, property rights or other entitlements is computed. § 42:2C-87 also makes clear that nothing in it requires the assignment of a contract in violation of its express terms, so a merger does not override an anti- assignment clause by force of the statute. |
| New Mexico verified 2026-09-12 | New Mexico LLC Act, NMSA 1978 §§ 53-19-59 to -62.3; plan-of-merger route with filing-effective transaction. Conversion is separately governed by §§ 53-19-60 to -61; consolidation appears in the general voting/fee provisions but §§ 53-19-62 to -62.2 describe merger (§§ 53-19-17, -62) |
New Mexico LLC may merge with one or more domestic/foreign LLCs, corporations, partnerships, limited partnerships, or other domestic/foreign entities; any listed form may survive. Each foreign/other entity approves under its governing jurisdiction's law (§ 53-19-62(A), (C)) |
Plan names each party and survivor; states survivor type, terms/conditions, conversion of each party's interests into survivor interests/obligations or money/property, and survivor principal-business street address. No express survivor articles/operating-agreement attachment, amendment text, cancellation, or external-fact term (§ 53-19-62(B)) |
Merger-specific operating-agreement percentage controls but cannot be below majority of all member voting power; without one, all members approve. Other parties use their specified conversion/merger law, or unanimous owners if none. General § 53-19-17 majority does not displace the specific unanimous fallback (§§ 53-19-17, -62(C)) |
Sections 53-19-62 to -62.2 state no meeting notice, waiver, written-consent, proxy, or separate newly imposed personal-liability consent rule. Approval may be by vote, approval, or consent under § 53-19-17, but form/procedure comes from the articles, operating agreement, and supplemental law (§§ 53-19-17, -65) |
Every party signs $100 Articles delivered to Secretary of State: party names/jurisdictions, each LLC's original filing date, signed-plan approval, survivor name/address, effective date, survivor-LLC articles changes, foreign-LLC formation/authority history, and non-LLC-survivor process/payment agreement. Foreign LLC survivor must register before New Mexico business; survivor provides free plan copy (§§ 53-19-62.1, -63) |
Effective on filing or any later Articles date; no maximum delay stated. Before effect, amendment/abandonment only as plan provides; abandoned plan produces no Articles. Merger sections state no general correction, withdrawal, postfiling abandonment statement, or cancellation procedure (§§ 53-19-62(D)-(E), -62.1(A)) |
Nonsurvivors terminate; all property vests; all debts/liabilities/obligations become survivor obligations; proceedings continue or substitute survivor; rights/powers/purposes vest unless other law prohibits. No winding up/payment-distribution required absent agreement; Articles amend survivor LLC articles and serve as nonsurvivor LLC dissolution articles (§§ 53-19-62.1(D), -62.2) |
No express merger appraisal/dissent procedure or fair-value formula in §§ 53-19-59 to -62.3. Articles bind a non-LLC survivor to New Mexico process for constituent LLC obligations and any LLC-Act member payment right; foreign survivor has statutory fallback process. Obligations continue and previously personally liable survivor-LLC member remains liable (§§ 53-19-62.1(A)(8), -62.2(B)-(C)) |
No parent-subsidiary, ownership-threshold, or short-form route in §§ 53-19-62 to -62.2. Statutory route is nonexclusive of other-law merger. Foreign LLC survivor must obtain authority before New Mexico business; regulated/professional, tax, securities, antitrust, and other-law approvals remain outside (§§ 53-19-62.1(B), -62.3) |
| New York verified 2026-09-10 | New York keeps limited liability company mergers in Article X of the Limited Liability Company Law, which is titled Mergers and runs from section 1001 through section 1007. New York is one of the states that still keeps two words for the transaction rather than one. Section 1001(a) provides that "merger" means "a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limited liability companies or other business entities," and that "consolidation" means "a procedure in which two or more limited liability companies or other business entities consolidate into a single limited liability company or other business entity that shall be a new limited liability company or other business entity to be formed pursuant to the consolidation." The difference is only whether the survivor already existed. Every operative rule in the article, including the approval procedure in section 1002, the certificate in section 1003, and the effects in section 1004, applies to both, and the statute names both every time. Section 1001(b) supplies the authority itself and makes it conditional on private agreement and on other law: a domestic limited liability company may merge or consolidate "Pursuant to an agreement of merger or consolidation and to the extent not expressly prohibited by law." The remaining two sections of the article are not mergers at all. Sections 1006 and 1007 cover conversion of a partnership or limited partnership into a limited liability company, a separate transaction with its own paperwork. The article is old law that has been touched rarely: sections 1001, 1002, 1004, and 1007 carry a most recent revision date of September 22, 2014 on the Senate's official text, section 1006 carries December 4, 2015, and only section 1003, the certificate section, has been amended more recently, on January 6, 2023. |
Section 1001(b) is drafted broadly in both directions. A domestic limited liability company "may merge or consolidate with or into one or more domestic limited liability companies or other business entities formed or organized under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the surviving or resulting domestic limited liability company or other business entity." Two defined terms carry the weight. Section 102(v) defines "Other business entity" as "any person other than a natural person or domestic limited liability company," and section 102(w) defines "Person" to mean "any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee" and other individuals or entities in the capacities stated there. Read together, a New York limited liability company may combine with corporations, partnerships, limited partnerships, trusts, and real estate investment trusts, domestic or foreign, and the survivor may be any of those. The one entity that cannot be a constituent is a natural person. Section 102(k) defines a foreign limited liability company as an unincorporated organization formed under the laws of another jurisdiction, including a foreign country. There is an important routing limit hidden in the certificate section rather than the authority section. Section 1003(a) applies its filing machinery where "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." Where New York law does provide its own merger filing for the survivor, as it does for a New York business corporation under the Business Corporation Law, that other statute supplies the filing instead. |
New York does not give the deal document a long statutory contents list. Section 1002(b) requires that the members of each domestic limited liability company or other business entity adopt "an agreement of merger or consolidation, setting forth the terms and conditions of the conversion of the membership interests of the members of the domestic limited liability company into interests in the surviving or resulting limited liability company or other business entity or the cash or other consideration to be paid or delivered in exchange for membership interests in each domestic limited liability company, or a combination thereof." That single clause is the mandatory content: how the interests convert, or what is paid for them, or both. Everything else is left to the drafters, which is a real difference from the uniform-act states that enumerate a plan of merger item by item. Section 1002(a) makes the consideration unusually flexible and says so expressly. Rights, securities, or interests in a constituent "may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited liability company or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited liability company or other business entity that is not the surviving or resulting limited liability company or other business entity in the merger or consolidation." Consideration may therefore be paper of a parent or of a third entity that is not in the deal at all. Two survivor documents ride along in the certificate rather than in the agreement. Section 1003(a)(6) requires, where a domestic limited liability company survives, "such changes in its articles of organization as shall be necessary by reason of the merger." Section 1003(a)(7) requires, where a domestic limited liability company is the resulting company in a consolidation and so is being created by the transaction, "the matters required to be set forth under subdivision (e) of section two hundred three of this chapter," which is the articles-of-organization contents list: the name, the county of the office, any specific dissolution date, the designation of the secretary of state as agent with a post office address and an optional email address, a registered agent if one is named, any statement making specified members liable under section 609, and any other lawful provisions the members elect to include. Section 1004(e) adds one more, and it is opt-in: an operating agreement "containing a specific reference to this subdivision" may provide that the merger agreement itself amends the operating agreement or adopts a new one for the survivor, effective at the effective time of the merger. |
This is where New York departs most sharply from the modern pattern. Section 1002(c) requires that the agreement "shall be submitted to the members of each domestic limited liability company who are entitled to vote with respect to a merger or consolidation at a meeting called on twenty days' notice or such greater notice as the operating agreement may provide." It then sets a threshold with a floor built into it. Approval is "Subject to any requirement in the operating agreement requiring approval by any greater or lesser percentage in interest of the members who are entitled to vote with respect to a merger or consolidation, which shall not be less than a majority in interest of those members who are so entitled to vote," and the agreement is approved on behalf of each domestic limited liability company "(i) by such voting interests of the members as shall be required by the operating agreement, or (ii) if no provision is made, by the members representing at least a majority in interest of the members." So the operating agreement may raise the number, and it may lower it, but it cannot take it below a majority in interest of the members entitled to vote. That is a statutory minimum, not a default that private drafting can switch off, and it is the single most important sentence in the New York analysis. What counts as a majority is a profits test, not a head count. Section 102(o) provides that "Majority in interest of the members" means, "unless otherwise provided in the operating agreement, the members whose aggregate share of the current profits of the limited liability company constitutes more than one-half of the aggregate of such shares of all members." Each domestic limited liability company in the deal approves separately, because section 1002(c) speaks of approval "on behalf of each domestic limited liability company," and section 1002(b) requires adoption by the members or owners of each constituent, including each other business entity, which approves under whatever law and governing documents apply to it. Section 1003(a)(3) then makes the certificate say that the agreement "has been approved and executed by each" constituent. One grandfather clause sits at the end. Section 1002(h) provides that a limited liability company "whose original articles of organization were filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the operating agreement." The subdivision refers to its own effective date without stating one, and the Senate's published text carries no history note supplying it, so an older company should confirm which version of section 1002 governs it before relying on the current text. |
The default in section 1002(c) is a real meeting on at least twenty days' notice, and the operating agreement may require more notice but not less. New York does, however, allow the vote to be taken on paper. Section 407(a) provides that whenever members "are required or permitted to take any action by vote, except as provided in the operating agreement, such action may be taken without a meeting, without prior notice and without a vote," if written consents "signed by the members who hold the voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the members entitled to vote therein were present and voted" are delivered to the office of the company, its principal place of business, or a manager, employee, or agent having custody of the records, with delivery to the office made by hand or by certified or registered mail, return receipt requested. Two conditions matter. The consent route is itself subject to the operating agreement, which can shut it off; and section 407(b) provides that no written consent is effective unless, within sixty days of the earliest dated consent delivered as required, consents signed by enough members are delivered. Section 407(c) requires prompt notice of the action to members who did not consent but would have been entitled to vote, and it supplies the substitute recital for the public filing: where the action would have required a filing had it been voted on at a meeting, the certificate "shall state, in lieu of any statement required by such section concerning any vote of members, that written consent has been given in accordance with this section and that written notice has been given as provided in this section." Because the consent threshold is measured against what a meeting would require, the section 1002(c) floor of a majority in interest still controls. Note that the interaction between the meeting language of section 1002(c) and the general consent power of section 407 is not spelled out in Article X, and a member who dissents is expected to act before a vote, so companies using written consents should be deliberate about how they handle dissent mechanics. New York has no provision of the kind found in the uniform act requiring a member's separate written consent before a merger can impose new personal liability on that member. Nothing in sections 1001 through 1005 addresses the subject. Member liability for company obligations in New York arises only where the articles of organization say so: section 203(e)(6) allows the articles to state that "all or specified members are to be liable in their capacity as members for all or specified debts, obligations or liabilities of the limited liability company as authorized pursuant to section six hundred nine of this chapter." |
The public document is a certificate of merger or consolidation filed with the New York Department of State. Section 1003(a) prescribes its title, its signers, and fourteen items of content. It must be "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." Signature by every constituent, not by the survivor alone, is the detail most often missed. The fourteen items are: (1) the name and jurisdiction of formation of each constituent, plus any former name; (2) for each domestic constituent, the date its initial articles of organization or formation document were filed with the department of state; (3) that an agreement of merger or consolidation has been approved and executed by each constituent; (4) the name of the survivor; (5) the future effective date, "which shall be a date certain," if it is not to be effective on filing; (6) any changes to the survivor's articles of organization made necessary by the merger; (7) for a domestic limited liability company resulting from a consolidation, the articles-of-organization matters required by section 203(e); (8) for a foreign constituent, its jurisdiction and date of formation and the date its application for authority was filed, or a statement that none was filed, and, if a foreign constituent survives, that it is not to do business in New York until an application for authority is filed; (9) if the survivor is foreign, an agreement that it may be served with process in New York to enforce obligations of the domestic constituents and the payment rights of their members and owners; (10) if the survivor is foreign, an agreement that it will promptly pay members, shareholders, and owners the amounts to which they are entitled; (11) a designation of the secretary of state as agent for service with a post office address for mailing process and an optional email address; (12) for each foreign constituent, a statement that the merger is permitted by its jurisdiction of organization and is in compliance with that jurisdiction's law; (13) that the agreement of merger or consolidation is on file at a place of business of the survivor, stating the address; and (14) that a copy of the agreement will be furnished by the survivor "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." The filing does not end at Albany. Section 1003(c) requires the survivor to "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." The Department of State publishes three fillable certificates, for a domestic entity into a domestic limited liability company, a domestic entity into a foreign limited liability company, and a foreign entity into a domestic limited liability company, and states that "if the Department of State's form does not fit your needs, you may draft your own form pursuant to the statutory provisions." The fee is $60, paid to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, with optional expedited handling at $25 within 24 hours, $75 the same day, or $150 within two hours. The domestic-into-domestic form, DOS-1372-f, tracks the statute in eight numbered paragraphs and provides a separate signature block for each entity showing signature, printed name, and capacity of signer. Its notes warn that entity names and filing dates "must exactly match the records of the Department of State," that the certificate "must be signed on behalf of each entity," and that a future effective date "may not exceed 30 days from the date of filing." |
Section 1003(b) sets the timing rule in one sentence: "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." Thirty days is the outer limit, and it runs from filing rather than from signing. A delayed date must also be pinned down: section 1003(a)(5) requires "the future effective date (which shall be a date certain)," so a closing tied to the satisfaction of conditions rather than to a calendar date will not work in the certificate. Amendment and termination before the filing are matters of private drafting, and New York makes that explicit. Section 1002(d) provides that "Notwithstanding authorization by the members, the agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment, if any, contained in the agreement of merger or consolidation." The words "if any" carry the warning: if the agreement contains no termination or amendment clause, member authorization cannot be undone by the managers, and the parties are left renegotiating and re-approving. Section 1003(a) recognizes the same point from the filing side, since the certificate is filed after approval "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." That cross-reference matters where a business corporation is in the deal: Business Corporation Law section 903(b) provides that "Notwithstanding shareholder authorization and at any time prior to the filing of the certificate of merger or consolidation, the plan of merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the plan of merger or consolidation." Both routes are drafting- dependent and both close at the moment of filing. Article X does not supply a certificate-of-correction procedure of its own; sections 1001 through 1005 say nothing about correcting a filed certificate of merger, so a filer who needs to fix an error after filing should take up the question with the Division of Corporations rather than look for an answer in the merger article. |
Section 1004(a) is a single long sentence doing the work of a successor statute. On effectiveness, all of the rights, privileges, immunities, powers and purposes of each constituent, all property real, personal and mixed, tangible and intangible, and all debts, obligations, liabilities, penalties and duties "shall be vested in the surviving or resulting domestic limited liability company or other business entity," and title to real property "shall not revert or be in any way impaired by reason of this chapter." Creditors are protected in the same sentence: "all rights of creditors and all liens upon any property of any of such domestic limited liability companies and other business entities shall be preserved unimpaired," and the constituents' obligations "shall thenceforth attach to the surviving or resulting domestic limited liability company or other business entity and may be enforced against it to the same extent as if such debts, obligations, liabilities, penalties and duties had been incurred or contracted by it." Litigation continues without a break. Section 1004(b) provides that no pending action, suit or proceeding, civil or criminal, by or against a constituent in its common name "shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or may proceed against such surviving or resulting domestic limited liability company or other business entity." Two housekeeping rules follow that are easy to miss. Section 1004(c) provides that "Unless otherwise agreed," a merger or consolidation, including as to a company that does not survive, "shall not require such domestic limited liability company to wind up its affairs under section seven hundred three of this chapter or pay its liabilities and distribute its assets under section seven hundred four of this chapter." And section 1004(d) provides that "A certificate of merger or consolidation shall act as articles of dissolution for a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation," so no separate dissolution filing is made for the disappearing New York company. Registration consequences run in two directions. Where a foreign entity survives, section 1003(a)(8) requires the certificate to state that it is not to do business in New York until an application for authority has been filed with the department of state. And section 1003(c) requires the survivor to file a certified copy of the certificate with the clerk of each county where a constituent's office is located and with the recording officer of each county where a constituent's real property sits, which is the step that keeps the land records straight. |
New York gives members a genuine payment right, and it is self-executing rather than opt-in. The member must move first and must move early. Section 1002(e) allows a member entitled to vote to file written notice of dissent with the company "prior to that time of the meeting at which such merger or consolidation is to be voted on"; the notice may be withdrawn any time before the effective date "and shall be deemed to be withdrawn if the member casts a vote in favor." Section 1002(f) then does something abrupt: on effectiveness the dissenting member "shall not become or continue to be a member of or hold an interest in the surviving or resulting limited liability company or other business entity but shall be entitled to receive in cash" the fair value of the membership interest "as of the close of business of the day prior to the effective date of the merger or consolidation in accordance with section five hundred nine of this chapter but without taking account of the effect of the merger or consolidation." Section 509 measures fair value on withdrawal "based upon his or her right to share in distributions from the limited liability company." The trade-off appears in section 1002(g): a member with a payment right "shall not have any right at law or in equity under this chapter to attack the validity of the merger or consolidation or to have the merger or consolidation set aside or rescinded, except in an action or contest with respect to compliance with the provisions of the operating agreement or subdivision (c) of this section." Payment runs on a corporate-law track. Section 1005(a) requires the survivor, within ten days after the event, to "send to each dissenting former member a written offer to pay in cash the fair value" of the interest, with payment due within ten days after notice of acceptance. If the parties do not agree within ninety days after the offer, or if no offer is made, section 1005(b) imports "the procedure provided for in paragraphs (h), (i), (j) and (k) of section six hundred twenty-three of the business corporation law." Under paragraph (h) the company must institute a special proceeding in supreme court within twenty days to fix fair value, and if it does not, a dissenter may do so within the next thirty days or lose the right absent good cause; the court fixes value without a jury and without a referee or appraiser, may allow interest at an equitable rate, and may shift costs where a refusal to accept the offer was "arbitrary, vexatious or otherwise not in good faith." Paragraph (j) blocks payment while the company is insolvent or where payment would make it insolvent, leaving the dissenter to withdraw or to hold a claim subordinate to creditors but superior to non-dissenting owners. Paragraph (k) makes the payment right exclusive of other remedies except an action that the transaction is unlawful or fraudulent. A second solvency gate sits in the limited liability company law itself: section 1005(c) provides that a payment "shall constitute a return of a member's contribution for the purposes of section five hundred eight of this chapter," and section 508(a) bars a distribution where, after giving effect to it, liabilities other than those to members and non-recourse liabilities "exceed the fair market value of the assets," with knowing recipients liable to repay under section 508(b) and a three- year cutoff in section 508(c). Creditors of the constituents are otherwise protected by the preservation language of section 1004(a). Where the survivor is foreign, the certificate itself supplies the reach: section 1003(a)(9) requires an agreement that it may be served with process in New York for the enforcement of the constituents' obligations and of members' and owners' payment rights, section 1003(a)(10) requires an agreement that it "will promptly pay" those amounts, and section 1003(a)(11) requires a designation of the secretary of state as agent for service with a post office address for mailing process. |
New York has no short-form merger for limited liability companies. Article X contains seven sections, and the five that concern mergers, sections 1001 through 1005, create a single route requiring an agreement, a member vote, and a certificate; none of them provides an abbreviated procedure for a parent that owns all or most of a subsidiary, and none dispenses with the vote on that basis. The remaining two sections do not help, because sections 1006 and 1007 govern the conversion of a partnership or limited partnership into a limited liability company, which is a different transaction. A parent-subsidiary combination in New York therefore runs the ordinary section 1002 process. The article is not the only way to reach a combination, but its non-exclusivity language is narrower than in some states. Section 1001(b) authorizes mergers "to the extent not expressly prohibited by law," and the last sentence of section 1004(e) provides that the subdivision "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 an operating agreement or other agreement or as otherwise permitted by law," including by using a constituent's operating agreement as the survivor's. There is also a routing boundary rather than a substantive one in section 1003(a), which applies where the survivor is an 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"; where New York supplies its own merger filing for the survivor, that statute governs the filing instead. Professional practices are the main special-entity limit. A professional service limited liability company merges under Article X, but only within its profession. Section 1216 provides that such a company may merge or consolidate "pursuant to the provisions of article ten of this chapter," provided that the entity that survives or is formed "is a professional service limited liability company, a foreign professional service limited liability company authorized to do business under article thirteen of this chapter or other business entity practicing the same profession or professions in this state or the state of its formation." It suspends the restrictions on issuance, transfer or sale of membership interests "for a period not exceeding thirty days" for transfers made pursuant to the merger, on three conditions: no ineligible person may vote or receive a distribution, the surviving professional company remains subject to Article XII, and membership interests may afterward be held only by those eligible to be members. Section 1213 states the same limit from the other direction, permitting a merger "only if all of the professions practiced by such limited liability company, foreign limited liability company or other business entity could be practiced by a single limited liability company organized under this article," and both sections close the door on using a merger to let an ordinary company practice a profession in New York. |
| North Carolina verified 2026-09-11 | North Carolina LLC mergers are governed by the Limited Liability Company Act, Chapter 57D of the General Statutes, and specifically by Part 4 of Article 9, § 57D-9-40 through § 57D-9-43. Article 9 is titled for both conversion and merger and is divided into parts: Part 2 and Part 3 handle conversion into and out of the LLC form, and Part 4 handles merger. The operative grant is short. § 57D-9-40 provides that an LLC may merge with one or more other eligible entities if both of two requirements are met, namely that the merger is permitted by the law governing the organization and internal affairs of each other merging entity, and that each merging entity complies with the requirements of this Part and to the extent applicable the law other than this Part governing the organization and internal affairs of each merging entity. North Carolina thus takes the deferential approach: its own statute authorizes the transaction from the LLC side and then defers to each counterparty jurisdiction for whether that side may participate. Merger is a distinct transaction from conversion, which Article 9 treats separately, and the statute nowhere uses the word consolidation as a separate transaction type. Filing mechanics are not in Chapter 57D at all. § 57D-1-20 provides that a document required or permitted by this Chapter to be filed by the Secretary of State must be filed as provided in Chapter 55D of the General Statutes, the shared filing chapter. |
The class of permitted parties is set by a defined term. § 57D-9-01 defines an eligible entity as a corporation, including a professional corporation and a foreign professional corporation, a domestic or foreign nonprofit corporation, a limited liability company, a domestic or foreign limited partnership, a registered limited liability partnership or foreign limited liability partnership, or any other partnership, whether or not formed under the laws of this State. That closing phrase is what makes the provision cross-border: a foreign entity of any of those forms is an eligible entity. The same section defines a merging entity as an eligible entity that is a party to a merger, a merging LLC as a merging entity that is an LLC, and a surviving entity as the eligible entity into which a converting entity converts or into which an eligible entity is merged. Because the survivor need only be an eligible entity, the LLC may be the survivor or may disappear into a corporation, partnership, or foreign entity. The outer limit is the second half of § 57D-9-40, which conditions the merger on its being permitted by the law governing the organization and internal affairs of each other merging entity, so a counterparty whose own statute forbids the combination cannot be dragged in by North Carolina law. § 57D-9-43 separately contemplates that the surviving entity may not be a domestic eligible entity and may not be authorized to transact business in this State. |
§ 57D-9-41 requires each merging entity to approve a written plan of merger, and fixes five mandatory contents: the name, type of entity, and jurisdiction whose law governs the organization and internal affairs of each merging entity immediately before the merger; the name of the surviving entity; the terms and conditions of the merger; the manner and basis of converting the interests in each merging entity into interests, obligations, or securities of the surviving entity, or into cash or other property or any combination thereof, or of cancelling the interests; and, if the surviving entity is an LLC, any amendments to its articles of organization that are to be made in connection with the merger. The consideration clause is deliberately broad, and it expressly authorizes cancelling interests outright as well as paying cash or other property. The plan may contain other provisions pertaining to the merger. North Carolina also allows facts outside the document to drive it: under § 57D-9-41 the provisions other than the parties, the survivor name, and the articles amendments may be made dependent on facts objectively ascertainable outside the plan of merger if the plan provides the manner in which the facts will operate, and the statute lists market indices, security prices, interest rates, currency exchange rates, a determination or action by the merging LLC or any other person, and the terms of an agreement as examples. The survivor governing-document change rides in the plan and is then restated in the articles of merger under § 57D-9-42. |
The approval rule sits outside Article 9. § 57D-3-03 provides that the approval of all members is required to do any of six things, of which the sixth is to merge the LLC with or into another eligible entity under Article 9 of this Chapter, and the fifth is to convert it. Unanimity is therefore the North Carolina default. § 57D-9-41 restates it, providing that under § 57D-3-03(6) all of the members of the merging LLC must approve the plan of merger. Two features distinguish North Carolina from states with the same nominal default. First, the statute does not attach an express operating-agreement override to the merger approval the way many LLC acts do; the unanimity rule is stated flatly in § 57D-3-03, and § 57D-3-03 itself also makes adopting or amending an operating agreement a unanimous act. Second, approval is not confined to members. § 57D-9-41 adds that any economic interest owner of the merging LLC who because of the merger will become personally liable for liabilities of the merging LLC, any other merging entity, or the surviving entity, whether arising before or after the merger, must approve the plan of merger. As to the other side of the deal, § 57D-9-41 provides that the plan of merger must be approved in accordance with the law governing the organization and internal affairs of each merging entity, and § 57D-9-40 makes each merging entity comply with its own law. |
Chapter 57D prescribes no merger meeting, no notice period, and no ballot or written-consent procedure for members. Part 4 imposes exactly one information requirement, in § 57D-9-41: a merging LLC shall provide a copy of the plan of merger to each member of the merging LLC prior to its approval. There is no stated number of days, no statutory form of notice, and no waiver provision, because with unanimity required under § 57D-3-03 every member must act anyway and a notice-and-quorum apparatus has nothing to do. The new-personal-liability consent is the one place North Carolina goes beyond the membership roll. § 57D-9-41 requires the approval of any economic interest owner of the merging LLC who because of the merger will become personally liable for liabilities of the merging LLC, any other merging entity, or the surviving entity, whether arising before or after the merger. An economic interest owner is a holder of an economic interest who is not a member, so this reaches a person with no voting role who would otherwise be bound. The consent is keyed to becoming personally liable and covers liabilities arising both before and after the merger. Nothing in Part 4 permits the LLC to dispense with it, and § 57D-9-41 makes the plan amendable after approval only in the manner in which it was approved. |
§ 57D-9-42 provides that after a plan of merger has been approved by each merging entity as provided in § 57D-9-41, the surviving entity shall deliver articles of merger to the Secretary of State for filing. The filing duty is the survivor's, not the disappearing entity's. Six statements are required: the name, type of entity, and jurisdiction whose law governs each merging entity immediately before the merger; the name of the surviving entity; the mailing address of each merging entity immediately before the merger and the mailing address the surviving entity will have when the merger becomes effective; any amendment to the survivor's articles of organization if the survivor is an LLC; a statement that the plan of merger has been approved by each merging entity in the manner required by law; and, if the surviving entity is not authorized to transact business in this State, a statement that it consents to service of process on the Secretary of State and commits to report changes in its mailing address. Signing runs through § 57D-1-20, under which a document submitted on behalf of a limited liability company must be executed by a manager or other company official, or in specified cases an organizer or a court-appointed fiduciary, and through § 55D-10, which requires the signer to state the person's name and the capacity in which the person signs and requires the document to be delivered with the applicable fees. The fee is fixed by § 57D-1-22, which sets articles of merger at 50.00 dollars. § 57D-1-21 lets the Secretary of State prescribe mandatory forms only for certificates of existence and foreign-LLC certificates, so there is no mandatory merger form. A companion recording duty exists: § 57D-9-42 provides that certificates of merger must be registered as provided in G.S. 47-18.1, and § 55D-26 requires a Secretary of State certificate to be recorded with the register of deeds where real property lies when title vests in another entity upon merger. |
§ 57D-9-42 provides that a merger takes effect when the articles of merger become effective, which in the case of a merging LLC is when the articles of merger filed by the Secretary of State become effective. When that is is answered by the shared filing chapter. § 55D-13 provides that a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement, or at a time specified in the document on the date it is filed, and that a document may specify a delayed effective time and date. If a delayed effective date but no time is specified, the document is effective at 11:59:59 P.M. on that date, and a delayed effective date for a document may not be later than the 90th day after the date it is filed. Amendment and abandonment run on two tracks. Before the articles become effective, § 57D-9-41 allows the plan of merger to be amended as provided in the plan or otherwise in the manner in which it was approved, and allows it to be abandoned, subject to any contractual rights, on the same basis. Once the articles are on file but not yet effective, § 57D-9-42 requires corrective filings: if an amendment to the plan makes a statement in the articles incorrect, the survivor must deliver an amendment to the articles correcting it before they become effective, and if the articles are abandoned the survivor must deliver an amendment stating that they have been abandoned. For errors rather than changes, § 55D-14 supplies articles of correction, effective as of the effective time and date of the document they correct except as to persons who relied on the uncorrected document and were adversely affected. Expedited filing is available under § 55D-11 for a fee of two hundred dollars for same-business-day filing of a document received by noon, or one hundred dollars for filing within 24 hours. |
§ 57D-9-43 sets out seven consequences that occur when the merger takes effect. Each merging entity other than the surviving entity merges into the surviving entity and its separate existence ceases. The title to all real estate and other property owned by each merging entity is vested in the surviving entity without reversion or impairment. The surviving entity has all liabilities of each merging entity. A proceeding pending by or against any merging entity remains pending by or against that merging entity as if the merger did not occur, or the surviving entity may be substituted in the proceeding, which is a notably permissive rule that does not force substitution. If an LLC is the surviving entity, its articles of organization are amended to the extent provided in the articles of merger. The equity or beneficial ownership interests in, and the obligations and securities of, each merging entity that are to be converted are converted, and former holders are entitled only to the rights provided in the plan of merger, subject to Article 13 of Chapter 55 for former holders of shares in a domestic corporation. The statute also protects the status quo on liability: § 57D-9-43 provides that the merger does not affect the liability or absence of liability of any holder of an interest in a merging entity for acts, omissions, or obligations made or incurred before the merger, and that the cessation of a merging entity's separate existence is not a dissolution or termination. For land records, § 55D-26 requires recording of a Secretary of State certificate reciting the merger in each county where the property lies, indexed with the former name as grantor and the survivor as grantee. |
North Carolina gives an LLC member no appraisal right and no dissenters remedy in a merger. Chapter 57D contains no appraisal article, and the words appraisal, dissenter, and dissenting member do not appear in the chapter at all. The only fair-value purchase in Chapter 57D is unrelated to merger: § 57D-6-03 provides that in a judicial dissolution proceeding brought by a member in which the court determines that dissolution is necessary, the court will not order dissolution if the LLC or one or more other members elect to purchase the ownership interest of the complaining member at its fair value. A member who objects to a merger is therefore protected by the approval rule rather than by a cash-out remedy: because § 57D-3-03 requires the approval of all members, a dissenting member can simply refuse. Dissent rights enter the transaction only through a corporate constituent. § 57D-9-43 preserves for former holders of shares in a domestic corporation any rights they may have under Article 13 of Chapter 55, and provides that if the surviving entity is not a domestic corporation it is deemed to agree that it will promptly pay to the dissenting shareholders of any merging entity that is a domestic corporation the amount to which they are entitled under Article 13 of Chapter 55 and otherwise to comply with that Article as if it were a domestic corporation. Creditors are protected by succession rather than by notice: the survivor has all liabilities under § 57D-9-43. A foreign survivor is reached by consent to service. § 57D-9-42 requires an unauthorized survivor to consent in the articles to service on the Secretary of State, and § 57D-9-43 deems a survivor that is not a domestic eligible entity to consent to be served in this State to enforce obligations of a domestic merging entity, the rights of dissenting shareholders, and obligations arising from the merger, and to have appointed the Secretary of State as its agent, with a fee under § 57D-1-22 and a duty on the Secretary to forward the process by registered or certified mail. |
Chapter 57D has no short-form merger. Part 4 of Article 9 contains four sections, § 57D-9-40, § 57D-9-41, § 57D-9-42, and § 57D-9-43, and none of them creates a parent-subsidiary route that dispenses with the plan or the member approval at an ownership threshold, so a wholly owned subsidiary merger runs the ordinary course. The intervening section numbers in Article 9 are not hidden routes: the numbers between the definitions and the conversion and merger parts are occupied by sections reading that they are reserved for future codification purposes. The alternative statutory route in Article 9 is conversion rather than merger, handled in Part 2 and Part 3 and treated by § 57D-3-03 as a separate unanimous act. The entity- form boundary is the eligible entity definition in § 57D-9-01, which draws in professional corporations and nonprofit corporations, so a merger with a nonprofit or professional entity is not excluded by Chapter 57D itself, but § 57D-9-40 subjects it to the law governing that counterparty, which is where any professional-licensing or nonprofit-asset restriction will bite. Foreign participation is likewise permitted by the definition and then policed by the counterparty's own law. The filing side is shared rather than special: § 57D-1-20 routes every LLC filing into Chapter 55D, whose § 55D-10 applies to documents filed under Chapters 55, 55A, 55B, 57D, and 59 alike. |
| North Dakota verified 2026-09-12 | North Dakota Uniform Limited Liability Company Act, N.D.C.C. §§ 10-32.1-55 to -59 and -71, supported by operating-agreement/management/filing §§ 10-32.1-13, -39, -86, and -88; calls transaction merger. Same part also covers exchange, conversion, and domestication, excluded here |
LLC may merge with ≥1 domestic/foreign organization: LLC, corporation, general/limited partnership, LLP, LLLP, or other person with governing statute; nonprofit corporations and nonprofit LLCs excluded. Other form's law must authorize/not prohibit, and it must comply (§§ 10-32.1-02(38), -55(9), -56(1)) |
Plan in a record states constituent names/forms; survivor name/form and new- creation status; terms; conversion into money, survivor interests, or other consideration; proposed new-survivor originating record or existing- survivor record-form organizational-document amendments; and desired terms (§ 10-32.1-56(3)) |
All members of each constituent LLC consent by default, subject to operating agreement and mandatory personal-liability protection; member-, manager-, and board-managed statutory defaults all reserve merger approval to all members. Every other constituent approves under its governing statute (§§ 10-32.1-13, -39(2)-(4), -57(1), -58(1), -71) |
Member-demanded meeting requires ≥20 days' record notice of date/time, at in-state principal executive office or otherwise registered office. Written no-meeting action needs the meeting-equivalent voting power; signed proxy/ agent appointment allowed. Member acquiring personal liability must consent unless that member consented to specific fewer-than-all merger provision; general amendment consent is insufficient (§§ 10-32.1-39(5), -71) |
File Articles of Merger with Secretary of State; state constituent/survivor names/forms/laws, new-survivor status, effective date, new public organic record or existing amendments, each approval, unregistered foreign survivor address, and other-law additions. Each constituent signs under § 10-32.1-58(1), but its LLC-signer cross-reference points to unrelated “remote communication” definition—confirm signer. Nonsurvivor must update listed name-related registrations (§§ 10-32.1-56(4), -58) |
LLC survivor effective on later of filing and stated date, capped at 90 days; other-form survivor follows its law. Before effectiveness, plan or same consent may amend/abandon unless plan prohibits; statute separately prices an abandonment filing but § 10-32.1-57 states no when-to-file rule. Correction cannot revoke/nullify and relates back except for adverse effect (§§ 10-32.1-57(2), -58(5), -86(3), -88, -92(10)) |
Survivor continues/is created; nonsurvivors cease; property vests only upon compliance with applicable transfer requirements; debts/liabilities and proceedings continue; lawful rights/powers/purposes vest; plan and organic- record changes take effect; disappearing LLC needs no dissolution. Articles serve as its dissolution, termination, and unfiled dissolution notice (§ 10-32.1-59(1), (3)) |
No express merger appraisal, dissent, fair-value, or payment right in §§ 10-32.1-55 to -59 or elsewhere in current chapter's appraisal/dissent scan. Debts/liabilities continue; no separate lien clause. Foreign survivor consents to North Dakota jurisdiction for covered debts and, if unauthorized, appoints Secretary of State for service (§ 10-32.1-59(1)(d), (2)) |
No parent-subsidiary, ownership-threshold, or alternative short-form merger in §§ 10-32.1-55 to -59, and no nonexclusivity clause. “Organization” expressly excludes domestic/foreign nonprofit corporations and nonprofit LLCs; all other forms still require their own governing-law authorization (§§ 10-32.1-02(38), -56(1)) |
| Oklahoma verified 2026-09-12 | Oklahoma LLC Act, 18 O.S. §§ 2054 and 2054.3, with §§ 2006-2007, 2012, 2020, and 2055; statutory merger or consolidation; conversion, series merger, and division are separate |
Domestic LLC may merge/consolidate with domestic/foreign LLC, corporation, general/limited/LLP/LLLP partnership, unincorporated nonprofit/for-profit association, trust, or member/share/interest enterprise; any may survive/result (§ 2054(A)) |
Executed agreement required, but § 2054 lists no fixed private-agreement contents. Interests/securities may become cash/property, rights/securities/interests of survivor or another entity. Articles state survivor-LLC amendments/restatement or attach resulting-LLC articles (§ 2054(B)-(C)) |
Articles/operating agreement control; otherwise majority of membership interest and majority of each class/group for every Oklahoma LLC constituent. Section 2054 states no separate vote rule for other-form/foreign constituents (§§ 2020(A)-(C), 2054(B)) |
Vote/consent may be meeting minutes or written consent in lieu; no merger-specific notice, waiver, proxy, or nonconsenter-notice rule. Ordinary § 2054 states no separate consent by a member taking new personal liability (§§ 2020(A), 2054) |
Manager-signed $100 Secretary of State Articles state each party's name/jurisdiction/type, executed approval, survivor, optional ≤90-day effect, plan location/free copies, survivor-LLC amendments or resulting-LLC articles, and foreign-survivor process consent/agent/address (§§ 2006, 2054(C), 2055(3)) |
Filing or specific later date/time ≤day 90. Approved agreement may be amended/terminated only if it provides; § 2054 states no postfiling amendment/termination record. Correction fixes inaccurate action or defective execution, cannot change effect, and generally relates back (§§ 2007(C), 2012, 2054(B)-(D)) |
Articles end nonsurviving LLC; rights/powers, real/personal property, debts due, causes of action, creditor rights/liens, debts/liabilities/duties pass; no default wind-up, liability payment, or distribution (§ 2054(E)-(F)) |
No statutory LLC appraisal entitlement; operating/other agreement may create contractual rights and district court jurisdiction. Creditors/liens remain unimpaired; foreign survivor accepts Oklahoma process and irrevocably appoints Secretary of State with mailing address (§§ 2054(C)(9), (F), 2054.3) |
No parent-subsidiary/ownership-threshold or express nonexclusive ordinary-LLC route in § 2054. Registered-series mergers use separate § 2054.8; charitable entity cannot merge if charitable status would be lost/impaired (§ 2054(G)) |
| Oregon verified 2026-09-12 | Oregon LLC Act, ORS 63.467 and 63.481 to 63.497; statutory merger; conversion is separate |
Oregon/foreign LLC, corporation, professional corporation, LP, cooperative, and qualifying partnership; Oregon partnership must be post-1998, LLP, or ORS ch. 67 electing, and foreign partnership law must expressly permit merger. Any defined business entity may survive (§§ 63.467, 63.481) |
Plan names/types of parties and survivor; summarizes material terms; converts ownership interests into survivor/other-entity interests or obligations, cash/property; adds other-form statutory items; may amend surviving LLC articles and add other terms (§ 63.481(2)-(3)) |
At least majority vote of LLC members; articles/operating agreement may require greater vote, not lower. Every non-LLC party approves under its governing statute (§ 63.487(1)) |
No merger-specific notice period; unless articles/agreement differ, required member or manager action may occur without meeting and signed proxy is allowed. No separate affected-member personal-liability consent; postmerger owner liability follows § 63.497(1)(g)-(h) (§ 63.130(5)-(6)) |
Survivor files Articles naming party/survivor forms, plus plan or survivor-office/free-copy declaration and approval declaration; general filing signer gives name, capacity, and perjury declaration. Domestic filing $100; foreign related filing $275 (§§ 63.004, 63.007, 63.494; 56.140) |
Later of Oregon filing effect and every other party's governing-law time; filing/date-only at 12:01 a.m. or stated time, delay ≤90 days. Before Articles, LLC abandons under plan or managers without further member action; no plan-amendment rule. Correction relates back subject to adverse reliance (§§ 63.011, .014, .487(2), .494(2)) |
Nonsurvivors cease; real/other property, contractual/tort/statutory/administrative obligations, proceedings, LLC-survivor articles, interests, and assumed-name registration pass; owner liability follows pre/postmerger law with a 12-month notice-based tail for formerly liable partners (§ 63.497(1)) |
LLC members receive only rights in the Articles; no statutory LLC appraisal/dissent right. Obligations pass to survivor, but §§ 63.481-.497 state no foreign-survivor process consent or agent appointment; other-form owners retain governing-statute rights (§ 63.497(1)(c)-(d), (2)) |
No short-form, parent-subsidiary, ownership-threshold, or express nonexclusive route in §§ 63.467-.497. Defined merger parties include professional corporations/cooperatives but not ordinary nonprofit corporations; entity and regulatory statutes still apply (§§ 63.467, .481) |
| Pennsylvania verified 2026-09-10 | Pennsylvania puts LLC mergers in the Entity Transactions Law, 15 Pa.C.S. Chapter 3, rather than in the LLC act. Chapter 88, the Pennsylvania Uniform Limited Liability Company Act of 2016, contains no merger procedure of its own; section 8847 only carves a transaction under Chapter 3 out of the ordinary rule that an act outside the ordinary course needs the affirmative vote or consent of all members. Subchapter C, sections 331 through 336, supplies the merger route for every entity form, and Subchapter B, sections 321 through 330, supplies the approval rules, with section 325 governing approval by a limited liability company. The statute's word is merger; what older practice called a consolidation is now a merger in which the surviving association is created by the merger. Interest exchange, conversion, division and domestication are separate transactions in Subchapters D through H and are outside this answer. |
Section 331(a) allows one or more domestic entities to merge with one or more domestic entities or foreign associations into a surviving association, and allows two or more foreign associations to merge into a surviving association that is a domestic entity. A domestic banking institution may be a merging or surviving association if the surviving association or at least one merging association is a domestic entity. Because Chapter 3 is a single cross-entity statute, an LLC may merge with a business corporation, nonprofit corporation, limited partnership, limited liability partnership, limited liability limited partnership, business trust or professional association, and the survivor may be any of those forms or an association created in the merger. A foreign constituent participates only if the merger is authorized by the laws of its jurisdiction of formation. Section 318 bars electric cooperative corporations under Chapter 73, defined beneficial, benevolent, fraternal or fraternal benefit societies, and credit unions from participating at all, and section 331(d) allows a health maintenance organization to merge only where the surviving association is a health maintenance organization. |
Section 332(a) requires a plan of merger in record form containing eight items: each merging association's name, jurisdiction of formation and type; a statement and the same three facts if the survivor is created in the merger; the manner of converting or cancelling interests; proposed amendments to an existing survivor's public organic record and record-form private organic rules; the proposed public organic record and full text of record-form private organic rules for a survivor created in the merger; any special treatment provisions authorized by section 329; the other terms and conditions; and any other provision required by Pennsylvania law, by the law of a foreign constituent's jurisdiction, or by a merging association's organic rules. Consideration is open: interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination. The plan is internal unless it is filed in lieu of a statement of merger, and section 316(a) then lets it omit everything except operative public-organic-record provisions and what the statement itself must contain, provided the plan states that the full text is on file at the survivor's principal office and the association furnishes a copy on request without cost. An operating agreement may not vary the required plan contents. |
The default is a votes-cast standard, not a majority of all members. Under section 325(c)(1), except as provided in the organic rules, a plan is adopted on receiving a majority of the votes cast by all members, if any, entitled to vote thereon of each domestic LLC that is a party, plus a majority of the votes cast in each class vote where a class is entitled to vote as a class. The phrase "except as provided in the organic rules" is doing real work: unlike states that impose a statutory floor, Pennsylvania lets the operating agreement raise or lower this threshold, and the only member approval the agreement cannot touch is the separate record-form consent in section 333(a)(2). In a manager-managed company the managers propose the plan under section 325(a), and under section 325(c)(2) the plan is not adopted unless the managers have also approved it, even if they allowed it to go to the members. Section 330 supplies an alternative: except for nonprofit corporations and except as the organic rules provide, unanimous vote or consent of the interest holders satisfies the chapter's approval requirements. Each foreign constituent approves under the laws of its jurisdiction of formation, and a domestic banking institution that is not a domestic entity approves under its own organic laws and rules. |
Section 325(b) fixes what the notice must say but not how many days it must run, and the whole subsection yields to the organic rules. Notice in record form of the meeting must go to each member of record, whether or not entitled to vote, of each domestic LLC that is a party; a copy of the proposed plan or a summary must be included or enclosed; and the notice must state that a copy of the survivor's organic rules as they will be in effect immediately after the transaction will be furnished to any member on request and without cost. Timing therefore comes from the operating agreement rather than from section 325. Unanimous vote or consent under section 330 is the written-consent route. Separately, section 333(a)(2) requires the plan to be approved in record form by each interest holder of a domestic merging entity who will have interest holder liability for debts that arise after the merger becomes effective. That consent is excused as to a non-approving holder only where both conditions hold: the organic rules already provided in record form for approval of such a merger by fewer than all interest holders, and that holder consented in record form to or voted for that provision or became an interest holder after it was adopted. A plan providing special treatment triggers the additional notice in section 329(e). |
The public filing is a statement of merger, signed by each merging association and delivered to the Department of State along with any tax clearance certificates required by section 139. Section 335(b) lists the contents: for each non-surviving merging association and again for the surviving association, its name, jurisdiction of formation, type and the applicable address, which is the registered office for a domestic filing association, domestic LLP or registered foreign association, the principal office for a domestic association that is neither, and the registered or similar office or principal office for a nonregistered foreign association; any later effective date or date and time; a statement that the merger was approved as applicable by domestic entities under Chapter 3, by foreign associations under their formation law, and by domestic merging associations that are not domestic entities under their organic law; any approved amendment to an existing domestic filing entity survivor's public organic record; the public organic record as an attachment if the survivor is created by the merger; and registered-agent or principal office details, statements of registration or statements of election for particular new survivor forms. Section 335(e) allows a plan of merger signed by all merging associations that meets subsection (b) to be delivered instead, with the same effect. The Bureau of Corporations and Charitable Organizations publishes form DSCB:15-335, with the DSCB:15-335AD addendum where more than two associations are parties; the fee is $70 plus $40 for each association that is a party, with a $150 minimum. Signing is an affirmation under 18 Pa.C.S. section 4904. Section 335(h) cross-references the docketing statement and filed-document requirements. There is no county filing. |
Section 335(f) routes effectiveness to section 136(c), which makes a filed document effective on the date and at the time of delivery, or at a later time specified in the document on the delivery date, or at a specified delayed effective date either at a specified time or, if no time is specified, at 12:01 a.m. Pennsylvania sets no outer limit on the delay, but the Department's instructions require any specified date to be in the future and not retroactive. The form carries matching Date and Hour fields. Where the survivor is a foreign association, section 335(g) makes the merger effective on the later of the date and time provided by the survivor's organic law or the effectiveness of the statement. A plan may be amended or abandoned only with the consent of each party except as the plan provides. A merging domestic entity approves an amendment in the same manner as the plan if the plan is silent, or as the plan provides, but an interest holder entitled to vote on the plan is entitled to vote again on an amendment changing the consideration, changing the survivor's governing records beyond what its own law or rules allow without holder approval, or otherwise increasing that holder's interest holder liability or adversely affecting the holder in any material respect. Abandonment after a statement of merger has been delivered but before it takes effect requires a statement of abandonment under section 141, signed by a party and filed before the statement becomes effective. Section 136(c) is expressly subject to the statement of correction provisions. |
Section 336(a) lists ten effects. The surviving association continues or comes into existence and the separate existence of every other merging association ceases. All property of each merging association vests in the survivor without reversion or impairment, and the statute states that the merger is not a transfer of that property. All debts, obligations and other liabilities become the survivor's, and all rights, privileges, immunities and powers vest in it except as otherwise provided by law. A survivor that existed before the merger keeps its property vested without transfer, remains subject to its liabilities, keeps its rights, and has its public organic record amended as provided in the statement and its record-form private organic rules amended as provided in the plan. Liens are not impaired. A pending claim, action or proceeding may be prosecuted to judgment as if the merger had not taken place, or the survivor may be proceeded against or substituted. Where the survivor is created by the merger its private organic rules and, as applicable, its public organic record, statement of registration or statement of election become effective. Interests are converted or cancelled per the plan and their holders are entitled only to the rights the plan gives plus any dissenters rights under section 317 or 333(d). Section 336(f) cancels the Pennsylvania registration of a registered foreign association that merges out without surviving. Section 336(b) denies any dissolution, liquidation or winding-up rights that would not otherwise exist. |
A Pennsylvania LLC member has no statutory appraisal right. Section 333(d)(1) grants dissenters rights only where a shareholder of a domestic business corporation objects and complies with Subchapter D of Chapter 15, and section 1571(a) confines that subchapter to a shareholder of a business corporation, and then only where the title expressly provides. Chapter 88 contains no dissenters provision at all. What a member can have is contractual: section 317(a) entitles an interest holder of a domestic entity other than a nonprofit corporation or unincorporated nonprofit association to dissenters rights to the extent provided in the entity's organic rules or in the plan, and section 317(b) then applies Subchapter D of Chapter 15 to the extent practicable except as the organic rules or plan provide otherwise. One statutory trigger survives: under section 329(d), if a plan provides special treatment without the class vote that section 329(b) would require, a holder denied that class vote may assert dissenters rights, and an interest holder in a domestic entity other than a business corporation complies with Subchapter D to the extent practicable. Creditor protection comes from the effects section rather than a notice regime: liabilities carry over, liens survive, and pending actions continue. Section 336(g) makes settled or assessed Commonwealth taxes, interest, penalties and public accounts the survivor's liability and a lien against its franchises and property, and section 139(a)(1) requires Revenue and Labor and Industry clearance certificates when a domestic association merges into a nonregistered foreign association, excused under section 139(d) if that survivor simultaneously registers. Section 336(e) allows a foreign surviving association to be served with process in Pennsylvania for the collection and enforcement of a domestic merging entity's liabilities. |
Pennsylvania has no ownership-percentage short-form merger for LLCs, but section 325(d) provides two manager-action routes that do the same work. Unless the organic rules in record form require otherwise, a plan of merger needs no member approval of a manager-managed domestic LLC, and is adopted when the managers adopt a resolution approving it, if either the survivor is a domestic LLC whose organic rules are identical except for changes that could be made without member action and each membership interest continues as or converts into an identical interest, or the plan merges the company into a single indirect wholly owned subsidiary under the eight conditions of section 325(d)(2), the holding-company structure. Section 315 makes the chapter nonexclusive in substance: a result achievable another way is not recharacterized because it could have been done differently, and no independent business purpose is required. The boundaries are section 318's excluded entities, the health maintenance organization limit in section 331(d), and the separate approval rules for other forms such as the proportionate-ownership majority for a professional association in section 326. Section 318(c) cross-references section 103, on subordination of the title to regulatory laws, and section 314, on regulatory conditions and required notices and approvals. Tax, securities and industry approvals stay outside this survey. |
| Rhode Island verified 2026-09-12 | Current Rhode Island Limited Liability Company Act, Chapter 7-16, through Dec. 31, 2027; calls the routes merger and consolidation and governs an LLC constituent in §§ 7-16-59 to -64. Current Chapter 7-16 is repealed Jan. 1, 2028 (2026 P.L. ch. 247, §§ 2, 4) |
Domestic/foreign LLCs may merge or consolidate with domestic/foreign LLCs, corporations, or LPs; corporations/LPs may merge or consolidate into a domestic/foreign LLC. Each foreign constituent's law must permit the deal and the constituent must comply with that law (§§ 7-16-59, -64(a)) |
Every constituent enters a written plan naming constituents and survivor/new entity; stating terms; converting interests/shares into survivor or other- entity interests, securities, obligations, cash, or property; and supplying domestic-survivor amendments or a new domestic entity's formation statements (§ 7-16-60) |
Default: members holding a majority of capital value of all unassigned interests; articles/operating agreement may alter vote and voting power. Domestic corporations/LPs use their governing law/agreement; foreign entities comply with formation-jurisdiction law (§§ 7-16-21(a)-(b), -61(a), -64(a)) |
No merger-specific meeting-notice or waiver timetable. Without a meeting, all voting members must consent in writing; the less-than-unanimous written-action route expressly excludes mergers. No separate new-personal-liability consent appears in current §§ 7-16-59 to -64 (§ 7-16-21(c)-(d)) |
Survivor/new entity delivers duplicate Articles of Merger or Consolidation, executed by every constituent, to Secretary of State; state each constituent name/type/jurisdiction, attach the plan, state any later date, identify survivor/new entity, and confirm every approval. Filing cancels a nonsurviving domestic LP's certificate (§ 7-16-62(a), (c)) |
Later of filing effectiveness and plan date, with general 90-day delayed-date cap. Before articles filing, abandon under plan or default rules—unanimous LLC members unless agreement varies; no merger-specific plan-amendment or postfiling-abandonment record. General correction is technical only and cannot change effective date (§§ 7-16-8(g), -13, -61(b), -62(b)) |
Rhode Island survivor/new entity becomes the single entity; nonsurvivors cease; rights/powers/property vest without deed; restrictions/duties and liabilities continue; proceedings continue or substitute survivor; creditor rights/liens remain; domestic organic record changes and consideration conversion take effect. Foreign-survivor effects follow the same rule unless its law differs (§§ 7-16-63, -64(c)) |
Current merger provisions/index state no express LLC appraisal, dissent, fair-value, or payment procedure; other-law rights are preserved. Creditor rights/liens are unimpaired. Foreign survivor/new entity must consent to Rhode Island process, appoint Secretary of State, and give a mailing address (§§ 7-16-63(7), (12), -64(b)) |
No LLC parent-subsidiary or ownership-threshold shortcut in §§ 7-16-59 to -64; the 90%-ownership shortcut reaches only corporation parent and corporation subsidiary. Current LLC route names only LLCs, corporations, and LPs—not a trust, general partnership, or other-entity catch-all (§§ 7-16-59; 7-1.2-1004) |
| South Carolina verified 2026-09-12 | South Carolina Uniform LLC Act of 1996, Title 33 ch. 44 art. 9 (§§ 33-44-901 to -907); statutory merger; conversion remains a separate route |
LLC may merge with or into one or more domestic/foreign LLCs, corporations, partnerships, limited partnerships, or other domestic/foreign entities; any listed or catch-all form may survive (§ 33-44-904(a)) |
Signed plan names every party and survivor, survivor type, terms, conversion into survivor interests/obligations, money/property, and survivor principal-business address; no separate survivor-organic-document term (§§ 33-44-904(b), -905(a)(3)) |
All LLC members by default or operating-agreement number/percentage; foreign LLC uses its law; partnership/LP uses all partners or agreement threshold; other entity uses governing-law vote or all owners if none (§ 33-44-904(c)) |
No merger-specific meeting-notice period; required action may be taken without meeting and signed proxy is allowed. Article 9 states no separate new-personal-liability consent (§§ 33-44-404(d)-(e), -904(c), -906(c)) |
Every party signs Articles stating party names/jurisdictions, LLC filing dates, signed-plan approval, survivor name/address, effective date, LLC-survivor article changes, foreign filing/authority facts, and foreign-survivor process agreement; Secretary of State; one hundred ten dollars (§§ 33-44-205, -905, -1204(a)(3)) |
Filing or stated later date, capped at day 90; approved plan may be amended or abandoned before effect only as the plan provides; correction covers false/error statements or defective signing, retroactive except against adversely affected reliance (§§ 33-44-206-.207, -904(d)-(e)) |
Nonsurvivors terminate; property, debts/liabilities, proceedings, rights/powers/purposes pass; articles amend survivor LLC articles and dissolve nonsurviving LLCs; SC-realty name-change notice and foreign-survivor authority may be required (§§ 33-44-903(c), -905(b), (d), -906) |
No merger-specific appraisal/dissent right in art. 9; debts become survivor obligations. Foreign survivor agrees to SC process/liability/payment-right enforcement; Secretary of State is fallback agent if its agent fails (§§ 33-44-905(a)(8), -906(a)-(b)) |
No ownership-threshold or parent-subsidiary route in art. 9; § 33-44-907 preserves merger under other law. Broad other-entity eligibility does not displace special-form or regulatory law |
| South Dakota verified 2026-09-12 | South Dakota LLC Act, SDCL ch. 47-34A, art. IX, §§ 47-34A-901 to -905 and -914 to -915; calls the transaction merger. Conversion and domestication occupy separate Article IX routes and are excluded (§§ 47-34A-906 to -913) |
LLC may merge with ≥1 “organization”: domestic/foreign LLC, corporation, general/limited partnership and LLP forms, business trust, or any other domestic/foreign profit/nonprofit person with a governing statute. Each other organization's law must authorize/not prohibit, and it must comply with that law (§§ 47-34A-901(9), -902(a)) |
Plan must be in a record and state constituent names/forms; survivor name/ form and whether created; terms; conversion of interests into money, survivor interests, or other consideration; and proposed new-survivor organizational documents or amendments to a preexisting survivor's record-form documents (§ 47-34A-902(b)) |
All members of each constituent LLC consent by statutory default; operating agreement governs where it otherwise provides, within mandatory limits. Each other constituent signs and approves under its governing statute (§§ 47-34A-103(a), -903(a), -904(a)) |
No fixed merger meeting-notice, waiver, quorum, or writing rule; required member action may occur without meeting, and signed proxy is allowed. Member acquiring personal liability must consent unless operating agreement allows fewer-than-all merger approval and that member consented to that provision; general amendment consent is insufficient (§§ 47-34A-404.1(d)- (e), -914) |
Every constituent signs Articles of Merger; each constituent LLC delivers them to Secretary of State. Include constituent/survivor names/forms/laws, new-survivor status, effective date, new public organic record or existing- record amendments, each approval, unregistered foreign survivor's service office, and other-law additions. LLC signer is manager, member, organizer, or fiduciary as applicable; state name/capacity (§§ 47-34A-205, -904) |
LLC survivor: later of filing compliance and stated time; general filing rule caps delay at day 90 and pulls an overlong date back to day 90. Other- form survivor follows its governing law. Before articles delivery, plan or same consent may amend/abandon unless plan prohibits. Correction relates back except against adverse reliance (§§ 47-34A-206(d), -207, -903(b), -904(d)) |
Survivor continues/is created; nonsurvivors cease; property vests; debts/ liabilities continue; proceedings continue; lawful rights/powers/purposes vest; plan terms and new/amended public organic records take effect; and a disappearing LLC need not dissolve. Statute states no separate foreign- registration cancellation (§ 47-34A-905(a)) |
No express appraisal, dissent, fair-value, or payment right in Article IX. Debts/obligations/liabilities continue in survivor; no separate lien clause. Foreign survivor consents to South Dakota jurisdiction for covered debts; if unregistered, appoints Secretary of State for service, with office addresses in Articles (§§ 47-34A-904(b)(7), -905) |
No parent-subsidiary or ownership-threshold shortcut in Article IX. Its proceedings do not preclude merger under other law. Broad “organization” definition reaches profit/nonprofit and other forms with governing statutes, but each form's own law and all special/regulatory restrictions still control (§§ 47-34A-901(9), -915; art. IX index) |
| Tennessee verified 2026-09-11 | Two acts govern, and § 48-249-1002 draws the line. The Tennessee Revised Limited Liability Company Act, chapter 249, reaches every domestic LLC formed on or after January 1, 2006, plus any earlier LLC that elected in by amending its articles to recite the election, an amendment that required the consent of all the members. Every pre-2006 LLC that never elected in continues under the original 1994 act compiled in chapters 201 through 248. Under the Revised Act the merger section is § 48-249-702, which authorizes a merger with or into one or more domestic LLCs or other entities and lets any constituent party be the survivor as the plan provides. Under the original act the merger section is § 48-244-101. Neither route is exclusive: § 48-249-702 closes by stating that the section is nonexclusive and that a domestic LLC may be merged in any other manner provided by law. |
The Revised Act is cross-type and cross-border on its face. Section 48-249-702 permits one or more domestic LLCs to merge with or into one or more domestic LLCs or other entities, and § 48-249-701 defines other entity as any domestic entity other than a domestic LLC and any foreign entity, whether formed under the laws of this state, another state, the United States or any foreign country. A foreign constituent must be permitted to merge under the law of its own jurisdiction. Section 48-249-702 also supplies a bridge the partnership statute lacks: a partnership formed under the Revised Uniform Partnership Act is authorized to merge with or into one or more LLCs even though that act contains no express provision, on approval by all of the partners or by the number or percentage specified for merger in the partnership agreement. Professional LLCs are the one narrowed class. Section 48-249-1120 lets a PLLC merge only with entities permitted to render the professional services of the PLLC in this state, and § 48-248-407 imposes the same limit on pre-2006 PLLCs, adding that a surviving LLC that will render professional services here must itself comply. |
Section 48-249-702 works from an agreement or plan of merger and leaves the survivor to the plan, since any constituent party may be the surviving entity as the plan provides. Consideration is broad: rights, securities or other equity interests in a constituent may be exchanged for or converted into cash, property, rights, securities or interests in the surviving entity, or, in addition to or in lieu of that, into cash, property, rights, securities or interests in an entity that is not the survivor. The plan also carries the survivor's governing documents. A certificate of merger may state amendments to the survivor's articles, and those amendments are deemed an amendment to the articles without any further action under § 48-249-204. The plan may likewise amend the survivor's operating agreement or adopt a new one, provided the change receives the approval that § 48-249-204 requires for an operating-agreement amendment, which is the method set in the LLC documents or, failing that, all of the members. |
Under § 48-249-702 the Revised Act stacks two votes. A manager-managed LLC needs a majority vote of the managers and a director-managed LLC a majority vote of the directors; then, in every management form, member- managed, manager-managed or director-managed alike, the members must approve by majority vote. The threshold is lower than most states use, but the counting rule is the trap. Section 48-249-102 defines majority vote as a majority in number on a per capita basis unless the LLC documents determine voting otherwise, in which case it is a majority in voting interest, and § 48-249-405 makes equal voting power per capita the default. A Tennessee merger is therefore one member one vote unless the articles or operating agreement say otherwise, and LLC documents means the articles together with the operating agreement, written or oral. One further approval is individual rather than collective: where the LLC merges into a domestic or foreign partnership or limited partnership that survives, the plan is subject to the approval of any member or holder who becomes a partner or a general partner at the effective time. Pre-2006 LLCs under § 48-244-102 need a majority of the board of governors if board-managed plus members holding more than sixty-six and two-thirds percent in voting interest of all members entitled to vote and of each class or group entitled to vote, and the articles or operating agreement may never set that below fifty percent in voting interest in the aggregate. |
Chapter 249 prescribes no merger-specific meeting or notice ritual. Section 48-249-405 leaves notice, waiver, record dates, quorum and proxies to the LLC documents, and supplies the consent route: members or managers may act without a meeting by written consent signed by holders of not less than the minimum number of votes that would be necessary to authorize the action at a meeting, while directors acting without a meeting must be unanimous. Electronic transmission counts as written and signed. Prompt notice must go to any member or manager who did not sign a less-than- unanimous consent, but the statute adds that failure to give that notice does not affect the validity of the action taken. The one place Tennessee demands an individual yes is the partnership case in § 48-249-702, where a member or holder who will become a partner or general partner of the surviving partnership must personally approve the plan, which is the Revised Act's answer to imposing new personal liability by merger. The original act handled the same risk differently and more harshly through the contribution and liability rules in § 48-244-104. |
The filing is a certificate of merger delivered to the secretary of state under § 48-249-702, and the section lists eight contents: the name and jurisdiction of each constituent party; a statement that a plan has been approved and executed by each; the name of the surviving party; any amendments to the survivor's articles to be effected; a future effective date or time if the merger is not to be effective on filing; a statement that the plan is on file at a place of business of the survivor, with the address; an undertaking to furnish a copy on request and without cost to any person holding an interest in a constituent party; and, where the survivor is foreign, an irrevocable appointment of the secretary of state as agent for service, using the § 48-249-113 procedures. There is no prescribed state form, and that is by statute rather than oversight: § 48-249-1006 makes a prescribed form mandatory only for the annual report, so filers draft the certificate to the statutory checklist. Signature comes from the general rule in § 48-249-1005, under which the document is executed by, or by an authorized representative of, the person submitting it, who signs and states beneath or opposite the signature that person's name and the capacity in which the person signs. The fee is one hundred dollars under § 48-249-1007. Knowingly signing a materially false filing is a Class B misdemeanor under § 48-249-1012. The secretary of state's role is ministerial under § 48-249-1009, and a refusal is appealable to the chancery court of Davidson County under § 48-249-1010. Pre-2006 LLCs file under § 48-244-103 instead, executed by a duly authorized person. |
Under § 48-249-702 a merger is effective on filing of the certificate unless the certificate provides a future effective date or time, in which case it takes effect then. Tennessee gives mergers an unusual amount of room here. Section 48-249-1013 caps delayed effective dates for filings generally at the ninetieth day after filing, then expressly excepts a certificate of merger filed under § 48-249-702, so a merger certificate may name a future effective date with no statutory outer limit. The same section bars the secretary of state from completing a filing while the LLC has no registered agent or registered office designated. Abandonment is available after approval and before the merger becomes effective, by the procedures in the plan or otherwise by the members, managers or directors as applicable; if the certificate has already been filed, a statement of abandonment executed by each constituent party must reach the secretary of state before the merger becomes effective, at a fee of twenty dollars under § 48-249-1007. A filed certificate that contains an incorrect statement or was defectively executed, attested, sealed, certified or acknowledged is fixed by articles of correction under § 48-249-1008, also twenty dollars, and those articles relate back to the corrected document's effective time except as to persons who relied on the uncorrected version and are adversely affected, for whom they are effective when filed. Under the original act, § 48-244-101 leaves amendment and abandonment of the plan to the plan's own terms. |
Section 48-249-702 vests all rights, property and causes of action of every constituent in the survivor. Title to real property vested by deed or otherwise in any constituent does not revert or become in any way impaired by reason of the merger; all rights of creditors and all liens on any property of any constituent are preserved unimpaired; the debts and obligations of the constituents attach to the survivor; and a pending proceeding against a constituent may be continued as if the merger had not occurred, or the survivor may be substituted for the entity whose existence ceased. For a domestic LLC that does not survive, the certificate of merger itself acts as notice of dissolution and as articles of termination, so no separate termination filing is needed, and the LLC is not required to wind up its affairs or to pay liabilities and distribute assets. Section 48-249-610 confirms the displacement from the dissolution side by directing that the procedures in § 48-249-702 be followed and that the ordinary winding-up sections do not apply. Article amendments carried in the certificate take effect without a separate § 48-249-204 amendment. The original act reaches the same vesting and lien results through § 48-244-104. |
This is the sharpest split between the two acts. The Revised Act gives a merging member no statutory appraisal remedy at all. Section 48-249-706 instead provides that the LLC documents or an agreement or plan of merger may make contractual appraisal rights available, with respect to a membership interest, financial rights or another interest, to any class or group of members or holders of financial rights, in connection with a merger in which the LLC is a constituent party. Appraisal in a post-2005 Tennessee LLC is therefore a drafting question, and a member whose articles, operating agreement and plan are all silent has no fair-value claim. Members of a pre-2006 LLC that never elected in are in a different position: § 48-231-201 entitles a member to dissent from consummation of a plan of merger to which the LLC is a party and obtain payment of the fair value of the membership interest, and a member entitled to dissent may not challenge the action creating the entitlement unless it is unlawful or fraudulent as to the member or the LLC. Creditors are protected structurally rather than by consent: liens and creditor rights survive unimpaired under § 48-249-702, and the original act adds a contribution clawback in § 48-244-104 under which pre-merger members, partners or shareholders must contribute to the survivor if pre-merger obligations cannot be satisfied out of its property. Where the survivor is a foreign entity, § 48-249-702 requires the certificate to appoint the secretary of state irrevocably as agent for service, with § 48-249-113 supplying the mechanics, including certified copies and notice by registered or certified mail with return receipt requested. |
Tennessee's Revised Act supplies no separate short-form or parent- subsidiary merger. Every LLC merger runs through the single route in § 48-249-702, which requires the member vote regardless of how lopsided the ownership is, and the section then declares that it is nonexclusive and that a domestic LLC may be merged in any other manner provided by law, which preserves routes supplied by other chapters rather than creating a streamlined one inside chapter 249. Professional entities are the live boundary. Section 48-249-1120 confines a PLLC to merging with or into entities permitted to render its professional services in this state, on the same part 7 machinery, and § 48-248-407 does the same for PLLCs still under the original act, adding that a surviving LLC that will render professional services here must comply with the professional chapter. The other boundary is temporal rather than structural: an LLC that predates 2006 and never elected in cannot use § 48-249-702 at all and must merge under § 48-244-101, with the higher vote in § 48-244-102, the separate certificate in § 48-244-103, and the dissent regime in § 48-231-201. |
| Texas verified 2026-09-10 | Chapter 10 of the Business Organizations Code holds the merger machinery for every Texas entity form, and chapter 101 supplies the LLC's own approval vote. Section 10.001(a) provides that a domestic entity "may effect a merger by complying with the applicable provisions of this code" and that "[a] merger must be set forth in a plan of merger." The code's word is merger; there is no separate consolidation route. Section 1.002(55) defines merger in both directions, covering the division of a domestic entity into two or more organizations and the combination of entities producing one or more survivors, one or more new organizations, or both. A merger is also a "fundamental business transaction" under section 1.002(32), which is the hook that pulls in the member vote in chapter 101. Conversion, interest exchange, and asset sales are separate transactions with their own provisions and stay outside this answer, and the secretary of state routes a divisive merger to a different form than the combination merger. |
Texas does not segregate LLC mergers from other mergers, so an LLC may merge with a Texas corporation, limited partnership, professional association, cooperative, real estate investment trust, or another LLC, and with entities formed outside the code. Section 1.002(56) defines a "non-code organization" as an organization other than a domestic entity, which is how a foreign corporation or foreign LLC enters the transaction. Section 10.001(d) attaches two conditions when a non-code organization is a party: it must take all action required by the code and its governing documents to effect the merger, and the merger must be permitted either by the law of the state or country under which it is organized or by its governing documents if those are not inconsistent with that law. Section 1.002(69) narrows who counts as a "party to the merger," excluding an organization that is not itself divided or combined even if ownership interests of that organization are to be issued under the plan. Nonprofit constituents carry their own limits under section 10.010: a domestic nonprofit corporation or association may not merge into another entity if it would lose or impair its charitable status, and may not merge with a foreign for-profit entity unless the nonprofit survives. |
Section 10.002(a) requires the plan of merger to be in writing and to include nine items: the name of each organization that is a party; the name of each organization that will survive; the name of each new organization to be created; a description of the organizational form and jurisdiction of formation of each party and each new organization; the manner and basis, including use of a formula, of converting or exchanging ownership or membership interests; the identification of interests to be canceled rather than converted, or to remain outstanding rather than converted if the organization survives; the certificate of formation of each new domestic filing entity; the governing documents of each new domestic nonfiling entity; and the governing documents of certain non-code organizations that survive or are created. Consideration is open: interests, obligations, rights to purchase securities, or other securities of a surviving or new organization, cash, other property including securities of any other person, or any combination. Section 10.002(b) lets the formation and governing documents ride as an attachment or exhibit, and section 10.002(d) lets plan terms depend on facts ascertainable outside the plan, including an event or a determination by any person, if the plan clearly states how those facts operate. Section 10.002(e) keeps disclosure letters and schedules out of the plan unless the plan says otherwise. If more than one organization survives or is created, section 10.003 adds three allocation items, including the name of the organization primarily obligated to pay the fair value of a dissenting owner's interest. Section 10.004 lists permissive contents, including amendments to or restatements of a survivor's governing documents and the appointment of a representative to act for the owners after closing. |
The default LLC vote is the affirmative vote of a majority of all the company's members, not merely a majority of those present. Section 101.356(c) provides that a fundamental business transaction "must be approved by the affirmative vote of the majority of all of the company's members," and section 1.002(32) makes a merger a fundamental business transaction. That displaces the ordinary rule in section 101.355, under which an act of the members is the affirmative vote of the majority present at a meeting at which a quorum is present, with a quorum being a majority of all members under section 101.353 and each member holding an equal vote under section 101.354. The default is per capita, not by percentage interest, which is one of the sharpest differences from the profits-interest states. The company agreement controls the vote: section 101.052(c) allows a provision of the LLC title or of title 1 applicable to an LLC to be waived or modified in the company agreement except as section 101.054 prohibits, and section 101.354's equal-vote rule and section 101.356's thresholds sit inside that waivable space. The limit is real, though, and runs the other way from what drafters expect: section 101.054(a)(6) makes chapter 10 itself, along with chapters 4, 5, 11, and 12, non-waivable in the company agreement, so an LLC may rewrite who votes and how many but not the plan contents, the certificate, or the filing machinery. Each other constituent approves under its own governing law: section 10.001(b) requires each domestic entity party to act on and approve the plan in the manner prescribed by the code for that entity, and section 10.001(d) sends each non-code organization to its own jurisdiction's law and governing documents. |
Section 101.352(a) requires notice of a regular or special meeting of members to be given in writing to each member as provided by section 6.051. Section 101.352(b) supplies the timing when the members are not themselves the governing authority: notice must be given by or at the direction of the governing authority "not later than the 10th day or earlier than the 60th day before the date of the meeting," and it must state the business to be transacted or the purpose of the meeting if the meeting is special or if a purpose is to consider a matter described by section 101.356, which is where the merger vote lives. Section 6.051(a) leaves the manner of notice to the governing authority and requires the date, time, and either the location or the communications system to be stated, and section 6.051(b) deems mailed notice given on deposit and electronic notice given on transmission. Section 6.052 supplies waiver: a signed written waiver works whether signed before or after the meeting, and attending or participating waives notice unless the person attends solely to object that the meeting was not lawfully called or convened. Written consent replaces the meeting under section 101.358(b), which applies "[n]otwithstanding Sections 6.201 and 6.202" and allows action without a meeting, without prior or subsequent notice, and without a vote if consents are signed by the number of members holding at least the minimum votes needed to take the action at a meeting where everyone entitled to vote is present and votes. Because a merger needs a majority of all members, a majority of all members must sign; unanimity is not required. Section 6.302 is the trap for anyone reading chapter 6 first, since subchapters C and D of that chapter do not apply to an LLC except to the extent its governing documents specify. The separate liability veto is section 10.001(e): a domestic entity may not merge if an owner or member of that entity "will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for a liability or other obligation of any other person." That is a personal consent, not a vote, and it sits on top of the ordinary threshold rather than inside it. Section 101.114 supplies the baseline it protects, under which a member or manager is not liable for the company's debts except as the company agreement specifically provides. |
Section 10.151(a) requires a certificate of merger whenever any domestic entity that is a party to the merger is a filing entity or any domestic entity to be created under the plan is a filing entity, and section 1.002(22) makes an LLC a filing entity, so an ordinary LLC merger always files. Section 10.151(b) requires the certificate to be signed on behalf of each domestic entity and non-code organization that is a party, by an officer or other authorized representative. The contents may be satisfied either by attaching the plan of merger itself or by a statement certifying the alternative items: the name and organizational form of each party; the name and form of each organization to be created; each organization's jurisdiction of incorporation or organization; the amendments or changes to any filing entity's certificate of formation, or a statement that none are being made; a statement that each new filing entity's certificate of formation is being filed with the certificate of merger; a statement that the plan is on file at the principal place of business of each surviving, acquiring, or new organization, with the address; and a statement that a copy of the plan will be furnished without cost on written request to any owner or member of a party, and to creditors where multiple organizations survive. Section 10.151(b)(2) and (3) add a statement that owner approval was not required where the code does not require it, and a statement that the plan has been approved as required by each organization's law and governing documents. Section 10.153(a) sends the certificate, and the certificate of formation of any filing entity created by the plan, to the secretary of state under chapter 4; section 10.153(b) redirects the filing to a county clerk when a domestic real estate investment trust is a party. Section 4.001 requires the instrument to be signed by a person the code authorizes to act for the entity and delivered in person, by mail, courier, electronic transmission, or another approved method, and excuses that person from showing evidence of authority. Section 4.151(5) sets the fee at $300 for a certificate of merger other than for a nonprofit corporation, plus the formation fee for each newly created filing entity, and section 4.154 gives an LLC the same fee as the comparable instrument. Section 10.156 lets the filing officer refuse the certificate if it does not conform to law or if the required franchise taxes are unpaid and the certificate does not make a surviving, new, or acquiring organization liable for them. The secretary of state's Form 622 instructions state the $300 fee, direct that a member-managed LLC's certificate be signed by an authorized managing member and a manager-managed LLC's by an authorized manager, and explain that a Comptroller certificate of account status (form 05-305) must accompany the filing for each non-surviving party unless a party assumes the taxes instead. |
Section 10.007 makes a merger effective at the time provided by the plan, except that a merger requiring a certificate under subchapter D takes effect "on the acceptance of the filing of the certificate of merger by the secretary of state or county clerk, as appropriate." Section 4.051 says a filing instrument takes effect on filing unless section 4.052 permits delay. Section 4.052(b) allows a delayed effective time at a specified date, a specified date and time, on the occurrence of a specified future event or fact including an act of any person, or after such an event at a stated date or after a stated period. Section 4.053(b) caps the delay: the effective date may not be later than the 90th day after the instrument is signed, and the time may not be stated as "12:00 a.m." or "12:00 p.m." Chapter 10 addresses abandonment expressly rather than plan amendment; section 10.004 is where termination and amendment terms live, since a plan may include any other provisions relating to the merger not required by the chapter. Abandonment is generous. Section 10.201 lets any domestic entity party abandon the plan after approval and before effectiveness, subject to contractual rights and without action by the owners, under the plan's procedures or, if none, as the governing authority determines. Section 10.202 routes abandonment after the certificate is filed through sections 4.057 and 10.201, and section 10.203(b) confirms that no certificate of abandonment is needed if no filing was required to make the merger effective. Section 4.057 requires the certificate of abandonment to be signed for each party by a person the code authorizes, to state the nature and date of the instrument and its parties, and to state that the instrument was abandoned by agreement; on filing, the transaction is abandoned and may not take effect. Correction runs through sections 4.101 to 4.105: a filed instrument that inaccurately records the transaction, contains an erroneous statement, or was defectively signed may be corrected by a certificate of correction stating the entity name, identifying the instrument and the error, and restating the corrected portion, and the correction relates back to the original filing date except as to a person adversely affected by it. |
Section 10.008(a) lists what happens at the effective time. The separate existence of each domestic entity party other than a surviving or new domestic entity ceases. All rights, title, and interests to real estate and other property owned by each party are allocated and vested as the plan provides, subject to existing liens, "without: (A) reversion or impairment; (B) any further act or deed; or (C) any transfer or assignment having occurred." All liabilities and obligations are allocated as the plan provides, and the organization to which a liability is allocated is the primary obligor, with no other party or new organization liable except as the plan, law, or contract provides. A pending proceeding may be continued as if the merger had not occurred, or the organization to which the related right or liability was allocated may be substituted. The survivor's governing documents are amended or restated to the extent the plan provides, each new filing entity is formed as the plan provides, and interests are converted, exchanged, canceled, or left outstanding as the plan provides, with former owners entitled only to the plan's rights or any fair-value rights under subchapter H. Section 10.008(b) supplies a default for anything the plan forgot: unallocated property is owned in undivided interest, and unallocated liabilities are joint and several, pro rata among the surviving and new organizations. Section 10.008(d) requires a non-domestic survivor to register to transact business in Texas if another provision of the code requires it. Recording is handled by section 10.253, under which a deed or other instrument conveying an interest in real property may be recorded like any similar instrument if signed and acknowledged by an officer, authorized attorney-in-fact, or other authorized person, or for an LLC by a governing person, and a recorded instrument so signed is prima facie evidence that the conveyance was authorized. Section 10.254 draws the boundary in the other direction: a disposition of all or part of an entity's property is not a merger for any purpose, and the acquirer is not responsible for a liability it did not expressly assume. |
An ordinary Texas LLC member has no statutory appraisal right. Section 10.351(b) limits subchapter H to a "domestic entity subject to dissenters' rights," which section 1.002(19) defines as an entity whose owners have those rights under the code or the entity's governing documents, and section 10.351(b) then states that the term includes a domestic for-profit corporation, professional corporation, professional association, and real estate investment trust, and that except as provided in subsection (c) it "does not include a partnership or limited liability company." Subsection (c) is the opt-in: the governing documents of an LLC may provide that its owners are entitled to the rights of dissent and appraisal in the subchapter, subject to any modification in those documents. So the operating agreement, not the statute, decides whether a Texas LLC member may be cashed out. Where the right does exist, section 10.354(a)(1)(A) attaches it to a plan of merger if owner approval is required and the owner held an interest entitled to vote, and section 10.354(a)(1)(E) attaches it to a short-form merger under section 10.006 where the owner could vote or the interest is converted or exchanged; section 10.354(b) then withdraws it for market-traded or widely held interests receiving like-kind listed consideration, and section 10.354(c) restores it for a subsidiary in a section 10.006 merger. Section 10.351(a) switches the whole subchapter off where all interests otherwise entitled to dissent are held by one owner or only by owners who approved the transaction. Section 10.368 makes the remedy exclusive in the absence of fraud in the transaction, barring recovery of the interest's value or money damages by any other route. Creditors are preserved generically by section 10.901, under which the code does not affect, nullify, or repeal the antitrust laws or abridge any right of any creditor under existing laws, and structurally by section 10.008(a)(3) and (4), which move debts to a named primary obligor rather than extinguishing them. Service on a foreign survivor is automatic: under section 10.008(c) a surviving organization that is not a domestic entity is considered to have appointed the Texas secretary of state as its agent for service of process in a proceeding to enforce an obligation of a domestic entity party, and to have agreed to pay dissenting owners promptly whatever the code entitles them to. |
Section 10.006(a) supplies the short-form route at 90 percent: a parent organization owning at least 90 percent of the outstanding ownership or membership interests of each class and series of one or more subsidiaries may merge with them if at least one party is a domestic entity, each other party is a domestic entity or a non-code organization from a jurisdiction permitting the merger, and the resulting organizations are the parent, existing subsidiaries, or new organizations. It reaches LLCs on both sides, unlike the corporate-only short-form statutes in several states. Section 10.006(b) dispenses with any action by a domestic-entity subsidiary, and section 10.006(d) requires only a resolution of the parent's governing authority where the parent survives, with section 10.006(f) requiring that resolution to describe the basic terms, the parties, and the survivors, and section 10.006(g) adding a description of the consideration payable for subsidiary interests the parent does not own. If the parent will not survive, section 10.006(c) requires an ordinary plan of merger instead. Section 10.006(i) carves out two subsidiaries: the section does not apply where a subsidiary party is a partnership, or is a domestic entity whose governing documents carry the section 10.005(d)(1) provision and that has outstanding interests that would otherwise vote on the merger. The substitute filing is section 10.152, a certificate signed only by an authorized representative of the parent, reciting the parties and jurisdictions, the outstanding interests of each class and the parent's number and percentage, a copy of the resolution and its adoption date, an approval statement, and a foreign survivor's registered or principal office address. Section 10.006(h) preserves optionality, since qualifying for the short form does not disqualify an entity from merging under any other provision of the chapter, and section 10.902 adds that the chapter does not limit an entity's power to acquire interests in a domestic entity through a voluntary exchange or otherwise. Series LLCs have a parallel, self-contained regime: section 101.633(b) lets one or more merging series of the same company merge under a plan of merger, section 101.633(k) bars the merger if a member of a merging series would take on company-agreement liability without consent, and section 101.636 lets the company agreement remove a series' power to merge entirely. Nonprofit limits sit in section 10.010, and tax, securities, antitrust, banking, insurance, utility, and other regulatory approvals stay outside this survey. |
| Utah verified 2026-10-01 | Chapter 1a Part 7 governs statutory merger; Chapter 20 supplies ordinary LLC governance and member approval effective Oct. 1, 2026 (§§ 16-1a-702 to -709; 16-20-407). |
Domestic LLC may merge with domestic/foreign entities, with domestic/foreign survivor; foreign party/survivor needs authorization under its formation law. Entity definition includes corporations, partnerships, LLCs, cooperatives and trusts (§§ 16-1a-101, -702). |
Plan names parties/survivor, jurisdictions/types, interest conversion, existing-survivor organic-record/rule amendments, other terms; new domestic survivor public record enters statement (§§ 16-1a-703, -706). |
Ordinary member- and manager-managed LLC default is affirmative vote or consent of all members. Organic rules govern within nonwaivable member-approval right; each other party follows its organic law (§§ 16-20-107, -407; 16-1a-704). |
No transaction-specific LLC notice period in Part 7; member action may occur without meeting and by signed proxy. For new holder liability, organic rules must authorize that merger, with each holder consenting to or voting for the provision or joining later (§§ 16-20-407(4), 16-1a-704(1)(b)(ii)). |
Every party signs Division merger statement with party/survivor identity, approvals, applicable public-record changes/new record, foreign-survivor process address and delay; qualifying signed plan may substitute (§ 16-1a-706). |
Statement filing or specified ≤90-day delay; party consent generally needed for plan amendment, with renewed approval for protected changes; pre-effect abandonment, withdrawal and correction rules apply (§§ 16-1a-204 to -206, -705 to -706). |
Survivor continues/is created; nonsurvivors cease; property, debts, rights and interests vest or convert; certain foreign registrations cancel (§ 16-1a-707). |
Appraisal depends on organic law/contract; debts continue, old personal liability survives, foreign survivor remains subject to Utah process for constituent obligations (§§ 16-1a-707 to -708). |
Corporation-specific parent route names a parent corporation, not an LLC parent. Chapter 1a carries government-notice and charitable-property limits; specialized entities need their organic rules (§§ 16-10a-1104, 16-1a-709). |
| Vermont verified 2026-09-12 | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25, subch. 10, §§ 4141 and 4148-4151, with personal-liability/nonexclusivity §§ 4156-4157; statute calls transaction merger. Conversion and domestication use separate routes and are excluded |
LLC may merge with ≥1 domestic/foreign organization, profit or nonprofit: corporation, general/limited partnership and LLP/LLLP forms, LLC, cooperative/mutual-benefit enterprise, nonprofit association, statutory/ business/common-law business trust, or qualifying separate person. Excludes individuals, donative/charitable trusts, nonqualifying relationships, estates, and government. Other form's law must authorize/not prohibit, and it must comply (§§ 4141(14), 4148(a)) |
Plan in a record states constituent names/forms; survivor name/form and new- creation status; terms; interest conversion into money, survivor interests, or other consideration; and proposed new-survivor organizational documents or amendments to preexisting survivor's record-form documents (§ 4148(b)) |
Each LLC's organizational documents control; if silent, all members entitled to vote/consent on any matter approve. Each other constituent approves under its governing law; operating agreement generally controls internally but cannot restrict protected approval right of member taking personal liability (§§ 4003(a)-(b), 4149(a), 4150(a), 4156) |
No fixed merger meeting-notice/waiver/quorum rule. Meeting-equivalent minimum may consent without meeting; proxy requires signed appointment, defaults to 11 months, and is revocable unless conspicuously irrevocable/coupled with interest. Member acquiring personal liability must consent unless that member consented to specific fewer-than-all merger provision; general amendment consent is insufficient (§§ 4054(e)-(f), 4156) |
Every constituent signs Articles of Merger; each LLC delivers original plus duplicate to Secretary of State. Include constituent/survivor names/forms/ laws, new-survivor status, effective date, new public organic record or existing amendments, approvals, unregistered foreign survivor addresses, and other-law additions. LLC authorized person/organizer/fiduciary or agent signs with name/capacity and accuracy affirmation (§§ 4025-4026, 4150(a)-(c)) |
LLC survivor: later of filing compliance and stated time; filing rule caps delay at day 90 and pulls overlong date back to day 90. Other-form survivor follows its law. Before Articles delivery, plan or same consent may amend/ abandon unless plan prohibits. Correction for false/error or defective signature relates back except against adverse reliance (§§ 4026(d)-(e), 4027, 4149(b), 4150(d)) |
Survivor continues/is created; nonsurvivors cease; property vests; debts/ liabilities and proceedings continue; lawful rights/powers/purposes vest; plan terms and new/amended public organic records take effect; disappearing LLC need not dissolve. Statute states no separate foreign-registration cancellation (§ 4151(a)) |
No express appraisal, dissent, fair-value, or payment right in complete Subchapter 10. Debts/obligations/liabilities continue; no separate lien clause. Foreign survivor consents to Vermont jurisdiction for covered debts and, if unauthorized, appoints Secretary of State for service; Articles give its office addresses (§§ 4150(b)(7), 4151) |
No parent-subsidiary or ownership-threshold shortcut in Subchapter 10. It does not preclude merger under other law, but supplies no alternate route. Broad organization menu reaches profit/nonprofit forms but excludes individuals, donative/charitable trusts, estates, government, and nonqualifying relationships; every other form's governing law still controls (§§ 4141(14), 4148(a), 4157) |
| Virginia verified 2026-09-11 | A merger involving a Virginia limited liability company is governed by Article 13 of the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia, at §§ 13.1-1069.1 through 13.1-1073.1. § 13.1-1069.1 supplies the article's vocabulary: a merger is a business combination pursuant to § 13.1-1070, a party to a merger is any domestic or foreign limited liability company or other business entity that will merge under a plan of merger, and the survivor is the entity into which the others are merged. Virginia uses the single word merger. Consolidation is not a separate statutory transaction here, and the statute never uses that term for an LLC combination. Entity conversion and domestication are genuinely separate transactions carried by Article 15 and Article 14 of the same chapter, not variants of merger, and they are outside this answer. Every merger filing goes to the State Corporation Commission rather than to a secretary of state, and the Commission's issuance of a certificate is what gives the merger legal effect, a structure set by § 13.1-1004 for the chapter as a whole. |
§ 13.1-1070 permits one or more domestic limited liability companies to merge with one or more domestic or foreign limited liability companies or other business entities. The reach of that phrase is fixed by definition rather than by a list of permitted pairings: § 13.1-1002 defines an other business entity as a domestic or foreign partnership, limited partnership, business trust, stock corporation, or nonstock corporation. That is a closed list. Virginia includes no residual category for any other organization having a governing statute, so a form outside those five plus the limited liability company itself has no route into an Article 13 merger. A foreign limited liability company or other business entity may be a party only if the merger is permitted by the laws under which it is organized, formed, or incorporated, and § 13.1-1072 turns that condition into a required statement in the public filing. The survivor may itself be a domestic or foreign limited liability company or other business entity under § 13.1-1069.1, and § 13.1-1073.1 contemplates a survivor that is a domestic stock or nonstock corporation created by the merger, so Virginia allows the survivor to be newly created rather than pre-existing. |
§ 13.1-1070 requires a plan of merger and lists seven things it shall include: the name and entity type of each merging entity and the name of the survivor; the state or other jurisdiction under whose law each party is organized, formed, or incorporated; the terms and conditions of the merger; the manner and basis of converting membership interests and eligible interests; the manner and basis of converting any rights to acquire those interests; any amendments to the survivor's articles of organization where the survivor is a domestic limited liability company, which may take the form of amended and restated articles; and any other provisions required by the law governing any party or by that party's own organizational documents. Virginia does not require the plan to be in a record or signed as a precondition, unlike the uniform acts. The consideration menu is broad: interests may be converted into membership interests, eligible interests, or other securities, obligations, rights to acquire those, cash, or other property, or any combination. Eligible interests are defined in § 13.1-1002 by cross-reference to each other form's own statute. The plan itself stays internal; § 13.1-1072 is what makes it public, because the articles of merger must set forth the plan. |
§ 13.1-1071 is the operative approval rule and its default is strict: each domestic limited liability company that is a party shall approve the plan of merger by the unanimous vote of its members, unless the articles of organization or a written operating agreement provide otherwise. The general majority-vote default in § 13.1-1022 does not govern a merger. Virginia then guards the opt-out in a way most states do not. A provision purporting to authorize approval by a less than unanimous vote is effective against a member who does not vote in favor only if either the articles or operating agreement already included that provision at the time that member became bound by it, or the provision was added by an amendment to which that member specifically consented. A general amendment power is therefore not enough; a bare majority cannot retroactively install a lower merger threshold and bind an objecting member to it. The operating agreement must be written to displace unanimity at all. Each foreign limited liability company and each other business entity approves under its own organic law, and § 13.1-1072 requires the articles of merger to state that the merger is permitted by, and that the entity has complied with, that law. |
Article 13 prescribes no meeting, no notice minimum or maximum, and no notice contents for a merger vote; searching the merger article returns no occurrence of notice or meeting at all. The mechanics come instead from the general member provision, § 13.1-1022, which allows the members to take any action without a meeting, without prior notice, and without a vote if a written consent setting forth the action is signed by members having not less than the minimum number of votes that would be necessary to authorize the action at a meeting. For an ordinary merger that minimum is unanimity under § 13.1-1071, so the written-consent route requires every member's signature unless the articles or a written operating agreement lowered the threshold in the manner § 13.1-1071 permits. A consent transmitted by electronic transmission is deemed signed, and members may vote in person or by proxy. Virginia has no counterpart to the uniform-act veto for a member who would become personally liable after the merger: the phrase personally liable does not appear anywhere in the chapter, and no separate consent is required from such a member. Any protection of that kind must be written into the operating agreement. |
The public record is the articles of merger under § 13.1-1072. After the plan is adopted and approved, the articles shall be signed on behalf of each party to the merger, not by the survivor alone, and shall set forth five things: the plan of merger; the amendments to the survivor's articles of organization as an attachment, where those articles are amended; the date the plan was approved by each domestic limited liability company party; a statement that the plan was approved by each such company in accordance with § 13.1-1071; and, for each foreign or other-entity party, a statement that the merger is permitted by and that the entity complied with its own governing law. The survivor delivers the articles to the State Corporation Commission, which issues a certificate of merger once it finds the articles comply and all fees are paid. § 13.1-1005 sets that fee at $25. § 13.1-1003 supplies the signing mechanics: a manager or delegated person signs, or any member where none has been selected, the signer states name and capacity beneath the signature, a facsimile signature is allowed, the document must arrive with the required fee, and the Commission may accept electronic filing. Articles of merger may be combined with a companion filing for a domestic other business entity under this title and Title 50. Nothing is filed with a county. |
§ 13.1-1004 controls timing. A certificate issued by the Commission is effective when issued, unless the articles state a later time or date, in which case the certificate becomes effective at the earlier of the time specified or 11:59 p.m. on the fifteenth day after the date of issuance. That fifteen-day outer limit is Virginia's cap on a delayed merger. A delayed date given without a time takes effect at 12:01 a.m., and all such dates and times are Eastern Time. A delayed certificate can be killed before it takes effect by a statement of cancellation signed by each party. Plan amendment is governed by § 13.1-1070: the plan may permit its own amendment before the effective time and date of the certificate, but once the members have approved it, an amendment may not change the consideration going to interest holders, the survivor's governing documents, or any other term in a way that adversely affects the members in any material respect, unless the members approve the amendment. Abandonment is § 13.1-1073.1: before the certificate becomes effective, by the procedures in the plan or, absent those, by a member vote equal to or greater than the vote cast for the plan, subject to other parties' contractual rights. If the articles are already filed, all parties sign a statement of abandonment, deliver it before the effective time, and the Commission issues a certificate of abandonment. § 13.1-1011.1 provides articles of correction, but only for a name or address inadvertently or improperly set forth in the articles of organization, so it is not a route for fixing articles of merger. |
§ 13.1-1073 lists six consequences that follow when a merger takes effect. The separate existence of every domestic limited liability company party other than the survivor ceases. Title to all real estate and other property owned by each domestic company party vests in the survivor without reversion or impairment, so no deed or instrument of transfer is needed. The survivor has all liabilities of each domestic company party. A pending proceeding may be continued as if the merger had not occurred, or the survivor may be substituted in it. Where a domestic limited liability company survives, its articles of organization and operating agreement are amended to the extent the plan provides. Former holders of membership interests are entitled only to the rights provided in the plan. Virginia adds a title-record mechanic in § 13.1-1067: on request the clerk of the Commission issues a certificate reciting the merger, which may be admitted to record in the deed books of any court's office where property is located in order to maintain continuity of title records, for a $10 fee to the clerk of court and no tax. Registration effects for a foreign party are handled by § 13.1-1060 and, where a registered foreign company does not survive, by the cancellation application in § 13.1-1056. |
Virginia gives an LLC member no default appraisal, dissenters, or fair- value remedy in a merger. The merger article contains no such provision, and the chapter contains no occurrence of fair value at all. What exists is an opt-in: § 13.1-1022 provides that the articles of organization, an operating agreement, or a plan of merger may provide that dissenters rights with respect to a membership interest shall be available for any class or group of members in connection with, among other transactions, any merger in which the limited liability company is a party. The right therefore has to be created by the governing documents or by the plan itself, and the chapter supplies no valuation procedure, no demand deadline, and no pre-vote dissent filing to preserve it; those terms must come from the instrument that grants the right. Creditor protection is indirect and rests on § 13.1-1073, under which the survivor takes all liabilities of each domestic company party and a pending proceeding continues unaffected. On service, § 13.1-1018 makes the registered agent the agent for service of process, notice, or demand, and makes the clerk of the Commission the agent where the company fails to maintain a registered agent or the agent cannot be found with reasonable diligence, while expressly not prescribing the only means of service. Article 13 requires no consent to service of process from a foreign survivor in the articles of merger. A foreign registered company that does not survive instead surrenders its registration under § 13.1-1056, which itself revokes the registered agent's authority and appoints the clerk of the Commission for causes arising while it was registered. § 13.1-1060 separately requires a foreign survivor registered in Virginia to deliver an authenticated copy of the instrument of merger within 30 days. |
Virginia has no short-form, parent-subsidiary, or ownership-threshold merger where an LLC is a party. Searching the entire chapter returns no occurrence of short form, short-form, wholly owned, or wholly-owned, and no provision substitutes a certificate of ownership for the ordinary articles of merger. A ninety-percent parent must run the same Article 13 process as anyone else. Article 13 also carries no nonexclusivity clause preserving merger routes under other law, unlike the uniform acts. The one alternative route inside the chapter is § 13.1-1003.1, which lets a limited liability company carry out a federally confirmed plan of reorganization through a plan of merger, with the individual designated by the court delivering the articles, and without action by the managers or members. For protected series, § 13.1-1099.16 restricts the transaction sharply: a series limited liability company may be party to a merger only if each party to the merger is a limited liability company and the surviving company is not created in the merger, so a series company cannot merge cross-entity or into a newly formed survivor at all. § 13.1-1099.18 then requires the articles to comply with § 13.1-1072 and adds accompanying series statements, which may be filed without the fee specified in § 13.1-1005. Professional, banking, insurance, utility, nonprofit, and other regulated entities answer to their own regimes, and all tax, securities, antitrust, and regulatory approvals stay outside this answer. |
| Washington verified 2026-09-11 | Mergers of a Washington LLC are governed by Article XI of the Washington Limited Liability Company Act, chapter 25.15 RCW, at §§ 25.15.411 through 25.15.431, with the mechanics of the filing itself supplied by the Washington Uniform Business Organizations Code, chapter 23.95 RCW. § 25.15.416 states the authorization: a limited liability company may merge with one or more other constituent organizations pursuant to that section, the sections that follow it, and a plan of merger. Scope is set by three conditions that all must hold, each of which looks outward to the other side of the deal: the governing statute of each of the other organizations authorizes the merger, the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes, and each of the other organizations complies with its governing statute in effecting the merger. § 25.15.801 supplies the interpretive posture, declaring it the policy of the chapter to give maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements, which is why so many of the merger defaults below yield to the agreement while a small number do not. |
Washington uses an open entity list, which is the single most permissive feature of its merger statute and the sharpest contrast with closed-list states. § 25.15.411 defines organization as a general partnership including a limited liability partnership, a limited partnership including a limited liability limited partnership, a limited liability company, a business trust, a corporation, or any other person having a governing statute, and the term expressly includes domestic and foreign organizations whether or not formed for profit. The trailing catchall means the statute does not have to be amended each time a new entity form appears. Foreign constituents are contemplated throughout: § 25.15.426 requires the articles to name the jurisdiction of each constituent governing statute, and § 25.15.431 addresses the case where the survivor is a foreign organization. For the filing chapter, § 23.95.105 supplies a narrower seven-item definition of entity and defines limited liability company as a domestic LLC formed under or subject to chapter 25.15 RCW or a foreign LLC. Cross-type deals therefore turn on the other entity law: a domestic limited partnership approves under RCW 25.10.781, a domestic partnership under RCW 25.05.375, and a domestic corporation under the corporate merger chapter. |
§ 25.15.416 requires that the plan of merger be in a record and set forth four items: the name and form of each constituent organization, the name and form of the surviving organization, the terms and conditions of the merger, and any amendments to be made by the merger to the surviving organization organizational documents. Consideration is drafted broadly. The terms and conditions must include the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization, or into cash or other property in whole or part. That language permits cash-out mergers, securities of a third organization that is not even a party, and mixed consideration. The plan may also set forth other provisions relating to the merger, so the four required items are a floor rather than a ceiling. Survivor documents are handled in two places: the plan states the amendments, and § 25.15.431 then provides that on effectiveness the organizational documents of the surviving organization are amended to the extent provided in the articles of merger. § 25.15.411 defines organizational documents form by form, including certificate of formation and LLC agreement for an LLC. |
The default threshold is a majority, not unanimity. § 25.15.421 provides that a plan of merger of a constituent LLC must be approved, and that approval occurs when the plan is approved by a majority of the members and any written consents required by § 25.15.456 have been obtained. § 25.15.121 corroborates this from the other direction: it sets a majority as the general rule for actions requiring member approval, then lists thirteen actions requiring the affirmative vote of all members, and merger is not among them even though approving a plan of conversion is. Agreement control is broad. § 25.15.801 gives maximum effect to freedom of contract, § 25.15.121 lets the agreement create classes and groups with different rights, provide that any member or class does not have voting rights at all, and allow voting on a per capita, profit share, class, group, or any other basis. Each other constituent approves under its own governing statute: § 25.15.421 routes a domestic limited partnership to RCW 25.10.781, a domestic partnership to RCW 25.05.375, and a domestic corporation to the corporate merger chapter, which a reviser note records was repealed in its entirety by 2024 c 22 s 13 with a later enactment at chapter 23B.11A RCW. |
Washington imposes no statutory meeting or quorum procedure for approving a merger. § 25.15.121 instead leaves it to the agreement, which may set provisions on notice of the time, place, or purpose of any meeting, waiver of notice, action by consent without a meeting, record dates, quorum requirements, and voting in person or by proxy. What the statute does require is a dissenters-rights warning and a personal-liability consent. § 25.15.476 requires that not less than ten days prior to approval of a plan of merger the LLC send written notice to all members entitled to vote that they may be entitled to assert dissenters rights, accompanied by a copy of the dissent article. The personal-liability rule is the hard gate. § 25.15.456 provides that if a member will have personal liability with respect to a surviving organization, then in addition to the ordinary approval requirement, approval must also require the execution by each such member of a separate written consent to become subject to such personal liability. § 25.15.411 defines personal liability precisely, as liability imposed solely by reason of co-owning, having an interest in, or being a member. § 25.15.018 makes this nonwaivable: an LLC agreement may not restrict that member right. |
§ 25.15.426 requires articles of merger executed on behalf of each constituent organization by an authorized representative, containing seven items: the name, form and governing-statute jurisdiction of each constituent; the same for the survivor; the date the merger is effective under the survivor governing statute; any amendments provided for in the plan to the organizational document that created the survivor; a statement as to each constituent that the merger was approved as required by its governing statute; the street and mailing address of the survivor principal office if the survivor is a foreign organization not registered to transact business in Washington; and any additional information required by any constituent governing statute. The surviving organization must deliver the articles to the secretary of state, which is the single filing office. § 25.15.086 adds the signature rule for a surviving domestic LLC: at least one manager, or a member if management is reserved to the members, with a foreign survivor signing through an authorized person. § 23.95.200 adds generic requirements, including that the filing state the name and capacity of each individual who executed it but need not contain a seal, attestation, acknowledgment, or verification. § 23.95.240 makes a knowingly false filing a gross misdemeanor. § 23.95.225 makes the filing duty ministerial and requires a refusal within fifteen business days. No fee amount appears in either chapter: §§ 25.15.806 and 23.95.260 set fees by rule. |
Under § 25.15.426, where the survivor is an LLC the merger is effective on the later of filing of the articles with the secretary of state or the time specified in the articles; where the survivor is not an LLC, the survivor governing statute controls. § 23.95.210 supplies the outer limits: a filing is effective on the date of filing at the time specified, or at a specified delayed effective date and time which may not be more than ninety days after the date of filing, and if a delayed date is specified with no time, at twelve-oh-one a.m. on that date. Amendment and abandonment are governed by § 25.15.421, which allows a constituent LLC to amend the plan or abandon the planned merger after approval and at any time before a filing is made, as provided in the plan and, except as prohibited by the plan, with the same approval as was required to approve the plan, still subject to the personal-liability consent rule. Two further retreat routes sit in the filing chapter. § 23.95.215 permits a filed record to be withdrawn before it takes effect, and on filing of the statement of withdrawal the transaction evidenced by the original record shall not take effect. § 23.95.220 permits correction of an inaccurate or defectively executed record; a statement of correction may not state a delayed effective date and relates back except as to persons who relied and were adversely affected. § 23.95.260 confirms neither withdrawal nor correction earns a refund. |
§ 25.15.431 lists nine effects. The surviving organization continues and each constituent that merges into it ceases to exist as a separate entity. Title to all real estate and other property owned by each constituent vests in the survivor without reversion or impairment, and the survivor has all liabilities of each constituent. A pending proceeding by or against a constituent may be continued as if the merger did not occur, or the survivor may be substituted. Except as prohibited by other law, all rights, privileges, immunities, powers and purposes of each disappearing constituent vest in the survivor. The plan terms take effect, and the survivor organizational documents are amended to the extent provided in the articles. Former holders of interests in a constituent LLC are entitled only to the rights provided in the plan and to their dissenters rights. § 25.15.431 also confirms that a merger does not require a disappearing LLC to wind up its affairs or distribute assets. On registration, the filing chapter has no merger-specific withdrawal route: § 23.95.530 covers voluntary withdrawal of a registered foreign entity, and § 23.95.540 covers withdrawal on dissolution or conversion, so a foreign constituent that disappears in a merger is handled through the survivor articles address and the service rules instead. |
Washington grants full statutory appraisal, which distinguishes it sharply from states offering none. Article XII, §§ 25.15.466 through 25.15.521, supplies the regime. § 25.15.471 entitles a member to dissent from and obtain payment of the fair value of the member interest on consummation of a merger, except as the LLC agreement provides otherwise in writing, and bars challenges to the merger itself unless it fails procedural requirements or is fraudulent; entitlement terminates if the merger is abandoned or rescinded, a court enjoins or sets it aside, or the demand is withdrawn with consent. § 25.15.466 defines fair value as value immediately before effectuation, excluding appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable, with interest at the average rate paid on the LLC principal bank loans. The clock: ten days advance notice under § 25.15.476; no vote in favor under § 25.15.481; a dissenters notice within ten days after approval setting a demand date not fewer than thirty nor more than sixty days out under § 25.15.486; demand under § 25.15.491; optional transfer restrictions under § 25.15.496; payment within thirty days under § 25.15.501; release and repeat if the merger misses sixty days under § 25.15.506; a dissenter counter-estimate under § 25.15.511; a court proceeding the LLC must commence within sixty days under § 25.15.516; and costs under § 25.15.521. A foreign survivor consents to Washington jurisdiction under § 25.15.431 and may be served under § 23.95.450. |
Washington has no short-form merger. The phrases short form, short-form, wholly owned, ninety percent, nonexclusive and not exclusive appear nowhere in either chapter 25.15 RCW or chapter 23.95 RCW, and the word parent does not appear in the LLC act at all, so there is no parent- subsidiary route permitting a merger without a member vote and no statutory declaration that the merger article is nonexclusive. Every merger runs through § 25.15.416 and § 25.15.421 regardless of how lopsided the ownership is. The adjacent statutory route is conversion, not a short- form merger: § 25.15.436 allows an organization other than an LLC to convert into an LLC and an LLC to convert into an organization under a separate plan of conversion, and that route carries a stricter vote, since § 25.15.121 lists approving a plan of conversion among the actions requiring all members while merger is absent from that list. § 25.15.456 applies its personal-liability consent requirement to both routes. On special entities, § 25.15.046 subjects a professional LLC to chapter 18.100 RCW and makes its members personally liable to the extent a professional liability policy, bond, or other evidence of financial responsibility of at least one million dollars would have covered the liability, so professional practices carry an extra layer. |
| West Virginia verified 2026-09-12 | West Virginia Uniform Limited Liability Company Act, W. Va. Code §§ 31B-9-901 to -907. Article 9 calls the transaction a “merger”; it does not create a separately named consolidation route (§ 31B-9-904) |
LLC may merge with or into one or more domestic/foreign LLCs, corporations, partnerships, limited partnerships, or other domestic/foreign entities; any listed form may be the survivor. Foreign LLC follows its organizing jurisdiction's vote, and another entity follows its governing law or, if none, all owners approve (§ 31B-9-904(a), (c)) |
Plan states each party's name; survivor name and organization type; terms and conditions; conversion of interests into survivor interests or obligations, money, or other property; and survivor principal-business street address. It need not include survivor governing documents, but Articles carry necessary surviving-LLC article changes (§ 31B-9-904(b); § 31B-9-905(a)(6), (d)) |
All LLC members approve unless the operating agreement specifies another number or percentage. Foreign LLC uses its organizing law; partnership/LP uses its all-partner or agreement conversion vote; every other entity uses its governing-law merger vote or, absent one, all interest owners (§ 31B-9-904(c)) |
No merger-specific notice, waiver, or new-personal-liability consent in Article 9. Chapter-required action may occur without a meeting; a member or manager may appoint a proxy through a personally or attorney-in-fact signed instrument (§ 31B-4-404(c)-(e)) |
Every party signs Articles of Merger for the Secretary of State: party names/jurisdictions; each LLC's original filing date; signed-plan approval; survivor name/address; effective date; survivor-LLC amendments; foreign-LLC formation/authority history; and, for a non-LLC survivor, West Virginia service/liability agreement. Articles amend a surviving LLC's articles; each constituent LLC holding West Virginia realty also records an acknowledged confirmatory deed with the county commission clerk (§§ 31B-9-904(f), -905) |
Filing-effective or stated delay, but the general record rule caps a later date at day 90. Before effectiveness, the plan controls amendment and abandonment; no renewed-vote categories are specified. Articles of correction fix a false/erroneous statement or defective signature and generally relate back subject to adverse reliance (§§ 31B-9-904(d)-(e); 31B-2-206(d), -207) |
Nonsurvivors terminate; property vests; debts/liabilities become the survivor's; proceedings continue or substitute the survivor; rights and powers vest; preexisting personal member liability survives; no winding up is required unless agreed; and Articles serve as dissolution articles for a disappearing LLC (§ 31B-9-906) |
Article 9 creates no automatic merger appraisal, dissent, fair-value, or payment procedure. A non-LLC survivor must accept West Virginia service and liability for any independently existing Chapter 31B member-payment right; all constituent debts pass to the survivor, and Secretary of State service backs up a foreign survivor's missing/unfindable agent (§§ 31B-9-905(a)(8), -906(a)-(b)) |
No ordinary parent-subsidiary or ownership-threshold shortcut in Article 9; other-law routes remain. A protected series cannot merge or survive; a series LLC may merge only with LLCs and only into a preexisting survivor, with extra plan, filing, continuity, and creditor rules. Series transactions remain outside this ordinary-LLC answer (§§ 31B-9-907; 31B-14-602 to -608) |
| Wisconsin verified 2026-09-12 | Wisconsin Uniform Limited Liability Company Law, principally Wis. Stat. §§ 183.1001-.1005 and 183.1021-.1025; entity-neutral merger route for a domestic LLC constituent, distinct from interest exchange, conversion, and domestication |
One or more Wisconsin LLCs may merge with one or more other constituent entities; domestic or foreign entities may merge into a Wisconsin LLC. Each governing law must permit the merger and each constituent must approve under its own law (§ 183.1021) |
Record-form plan states every constituent's name, entity type, and governing law; terms; interest conversion into survivor interests/securities/ obligations, acquisition rights, money, or property; and survivor public and private organizational-document terms. External facts may be used if their operation is specified (§§ 183.1005, 183.1022) |
Default vote or consent of all members. A written operating agreement may vary the approval right without impairing § 183.1061, but cannot vary the plan's required contents; every non-Wisconsin-LLC constituent approves under its governing law (§§ 183.0105, 183.1023) |
Merger subchapter states no member-meeting notice period or particular consent form; it permits a vote or consent. Materially increasing a member's current or potential obligations requires that member's transaction consent or prior consent to the qualifying fewer-than-all provision in a written operating agreement (§§ 183.1023, 183.1061) |
Constituents deliver DFI Articles of Merger naming each constituent and the survivor, giving entity types/laws and approval recital, supplying required public survivor documents/amendments, and stating plan location and copy availability. A company-authorized person signs; foreign survivor registers if required (§§ 183.0203, 183.1024) |
Effective at the articles' effective date/time; general filing rule permits a stated delay up to 90 days. Plan controls amendment/abandonment or the original approval vote applies; after filing, a signed statement must precede effectiveness. General correction reaches inaccurate, defectively signed, or defective electronic filings (§§ 183.0207, 183.0209, 183.1023-.1024) |
Nonsurvivors cease; property vests without transfer/reversion/impairment; debts and liabilities continue; proceedings continue or substitute the survivor; governing records and interests change under the plan; rights, powers, and purposes vest; no default dissolution (§ 183.1025) |
Chapter 183 contains no appraisal, dissent, or fair-value remedy for an LLC member; the plan, another constituent's governing law, and § 183.1061 supply the stated rights. Obligations continue, and DFI becomes process agent for a foreign survivor, which must honor domestic-LLC interest-holder rights (§ 183.1025) |
No short-form or parent-subsidiary LLC merger in Chapter 183. Subchapter X is nonexclusive of other lawful methods, cannot override other law, and preserves charitable-purpose restrictions; regulated and special entities remain outside this ordinary-LLC answer (§§ 183.1002-.1004) |
| Wyoming verified 2026-09-12 | Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-1001 to -1005, with liability/nonexclusivity §§ 17-29-1014 to -1015 and general approval/ filing §§ 17-29-110, -203, -205 to -206, -407; calls transaction merger. Conversion, continuance, transfer, and domestication are separate/excluded |
LLC may merge with ≥1 domestic/foreign organization, profit or nonprofit: general/limited partnership and LLP/LLLP forms, LLC, business/statutory trust, corporation, or other person with governing statute. Other form's law must authorize/not expressly prohibit, and it must comply. No member may become personally liable without plan approval plus separate consent (§§ 17-29-1001(a)(vii), -1002(a)) |
Plan in a record states constituent names/forms; survivor name/form and new- creation status; terms; interest conversion into money, survivor interests, or other consideration; and proposed new-survivor organizational documents or amendments to preexisting survivor's record-form documents (§ 17-29-1002(b)) |
All members of each constituent LLC consent by default, subject to operating- agreement/articles control and mandatory personal-liability veto. Manager- managed default also reserves merger to all members. Each other constituent signs/approves under its governing statute (§§ 17-29-110(a)-(b), -407(c)(iv) (B), -1003(a), -1004(a), -1014) |
No fixed merger meeting-notice, waiver, quorum, or consent-form rule; required member action may occur without meeting, and signed record may appoint proxy/ agent. A member acquiring personal liability must approve plan and otherwise consent; general liability rule also protects member unless that member consented to specific fewer-than-all merger provision (§§ 17-29-407(d), -1002(a)(iv), -1014) |
Every constituent signs Articles of Merger; each LLC delivers them to Secretary of State. Include constituent/survivor names/forms/laws, new- survivor status, effective date, new public organic record or existing amendments, approvals, unregistered foreign survivor addresses, and other- law additions. Authorized person signs for LLC; agent may sign. Certificate of Merger issued only if requested after compliant/paid filing (§§ 17-29-203, -1004(a)-(c), (e)) |
LLC survivor effective on later of filing compliance and stated time; general filing rule caps delay at 90th day. Other-form survivor follows its law. Before Articles delivery, plan or same consent may amend/abandon unless plan prohibits. Correction cannot use delayed date and relates back except for adverse reliance (§§ 17-16-123, 17-29-205(c), -206, -1003(b), -1004(d)) |
Survivor continues/is created; nonsurvivors cease; property vests; debts/ liabilities and proceedings continue; lawful rights/powers/purposes vest; plan terms and new/amended public organic records take effect; disappearing LLC need not dissolve. Statute states no separate foreign-registration cancellation (§ 17-29-1005(a)) |
No express appraisal, dissent, fair-value, or payment right in Article 10. Debts/obligations/liabilities continue; no separate lien clause. Foreign survivor consents to Wyoming jurisdiction for constituent debts and, if unauthorized, appoints Secretary of State for service; Articles give office addresses (§§ 17-29-1004(b)(vii), -1005) |
No parent-subsidiary or ownership-threshold shortcut in Article 10. Article does not preclude merger under other law but supplies no alternate route. Broad organization definition reaches domestic/foreign profit/nonprofit forms with governing statutes; each form's own law and special/regulatory restrictions still control (§§ 17-29-1001(a)(vii), -1002(a), -1015) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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