N.Y. Limited Liability Company Law § 1003: Certificate of merger or consolidation; contents

§ 1003. Certificate of merger or consolidation; contents. (a) After

approval of the agreement of merger or consolidation by each domestic

limited liability company or other business entity merging or

consolidating under this article, unless the merger or consolidation is

terminated in accordance with subdivision (d) of section ten hundred two

of this article, paragraph (b) of section nine hundred three of the

business corporation law, or other applicable statute, and the surviving

or resulting entity is a limited liability company, foreign limited

liability company or other business entity for which the laws of this

state do not provide for the filing of a certificate of merger or

consolidation with the department of state, a certificate of merger or

consolidation, entitled "Certificate of merger (or consolidation) of

.... and .... into .... (names of domestic limited liability companies

or other business entities) under section one thousand three of the

Limited Liability Company Law," shall be signed on behalf of each

domestic limited liability company and other business entity and

delivered to the department of state. The certificate of merger or

consolidation shall set forth:

(1) the name and jurisdiction of formation or organization of each of

the domestic limited liability companies or other business entities that

are to merge or consolidate, and if the name of any of them has been

changed, the name under which it was formed;

(2) for each domestic limited liability company and domestic other

business entity that is to merge or consolidate, the date when its

initial articles of organization or formation document, if any, were

filed with the department of state;

(3) that an agreement of merger or consolidation has been approved and

executed by each of the domestic limited liability companies or other

business entities that are to merge or consolidate;

(4) the name of the surviving or resulting limited liability company,

foreign limited liability company or other business entity;

(5) the future effective date (which shall be a date certain) of the

merger or consolidation in accordance with subdivision (b) of this

section, if it is not to be effective upon the filing of the certificate

of merger or consolidation;

(6) if a domestic limited liability company is the surviving limited

liability company, such changes in its articles of organization as shall

be necessary by reason of the merger;

(7) if a domestic limited liability company is the resulting limited

liability company in a consolidation, the matters required to be set

forth under subdivision (e) of section two hundred three of this

chapter;

(8) if a constituent entity is a foreign limited liability company or

foreign other business entity, the jurisdiction and date of filing of

its initial articles of organization or formation document, if any, and

the date when its application for authority was filed by the department

of state or if no such application has been filed, a statement to such

effect and (if the constituent foreign limited liability company is the

surviving entity) that it is not to do business in this state until an

application for such authority shall have been filed with the department

of state;

(9) if the surviving or resulting entity is a foreign limited

liability company or other business entity, an agreement that the

foreign limited liability company or other business entity may be served

with process in this state in any action or special proceeding for the

enforcement of any liability or obligation of any domestic limited

liability company, domestic business corporation or domestic other

business entity previously amenable to suit in this state that is to

merge or consolidate, and for the enforcement as provided in this

chapter, of the right of members of any domestic limited liability

company, shareholders of any domestic business corporation or owners of

any domestic other business entity to receive payment for their

interests against the surviving or consolidated foreign limited

liability company;

(10) if the surviving or resulting entity is a foreign limited

liability company or other business entity, an agreement that, subject

to the provisions of section six hundred twenty-three of the business

corporation law, section one thousand five of this article, or any

applicable statute, the surviving or resulting foreign limited liability

company or other business entity will promptly pay to the shareholders

of each constituent domestic business corporation, the members of each

domestic limited liability company or owners of any constituent other

business entity the amount, if any, to which they shall be entitled

under the provisions of the business corporation law, any applicable

statute and this chapter relating to the right of shareholders, members

and owners to receive payment for their interests;

(11) a designation of the secretary of state as its agent upon whom

process against it may be served in the manner set forth in article

three of this chapter in any action or special proceeding, and a post

office address, within or without this state, to which the secretary of

state shall mail a copy of any process served upon him or her. The

limited liability company may include an email address to which the

secretary of state shall email a notice of the fact that process against

it has been electronically served upon him or her. Such post office

address or email address shall supersede any prior address designated as

the address to which process shall be mailed or a notice emailed;

(12) for each foreign limited liability company and foreign other

business entity, a statement that such merger or consolidation is

permitted by the jurisdiction of organization or formation and is in

compliance therewith;

(13) that the agreement of merger or consolidation is on file at a

place of business of the surviving or resulting limited liability

company or other business entity and shall state the address thereof;

and

(14) that a copy of the agreement of merger or consolidation will be

furnished by the surviving or resulting limited liability company or

other business entity on request and without cost, to any member of any

domestic limited liability company or any person holding an interest in

any other business entity that is to merge or consolidate.

(b) The merger or consolidation shall be effective upon the filing by

the department of state of the certificate, or at such later date not

more than thirty days after the date of such filing as the certificate

filed may provide.

(c) The surviving or resulting limited liability company or other

business entity shall thereafter cause a copy of such certificate,

certified by the department of state, to be filed in the office of the

clerk of each county in which each office of a constituent corporation

is located, and in the office of the official who is the recording

officer of each county in this state in which real property of a

constituent corporation is situated.