Montana Code 35-8-1201. Merger
35-8-1201. Merger. (1) Pursuant to a plan of merger approved under subsection (3), a domestic limited liability company may merge with or into one or more limited liability companies, foreign limited liability companies, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. In the case of a merger with a foreign business entity, the merger must be permitted by the laws of the jurisdiction in which the foreign entity is incorporated or organized.
Terms Used In Montana Code 35-8-1201
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- domestic limited liability company: means an organization that is formed under this chapter. See Montana Code 35-8-102
- Foreign limited liability company: means an entity that is:
(a)an unincorporated entity;
(b)organized under a law other than the law of this state, including the laws of a federally recognized Indian tribe;
(c)organized under a statute pursuant to which an entity may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(d)not required to be registered or organized under any statute of this state other than this chapter. See Montana Code 35-8-102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited partnership: means a limited partnership formed under the laws of this state or comparable law of another jurisdiction. See Montana Code 35-8-1205
- Operating agreement: means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members. See Montana Code 35-8-102
- Property: means real and personal property. See Montana Code 1-1-205
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Montana Code 35-8-102
(2)A plan of merger must set forth:
(a)the name of each entity that is a party to the merger;
(b)the name of the surviving entity into which the other entities will merge;
(c)the type of organization of the surviving entity;
(d)the terms and conditions of the merger;
(e)the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property, in whole or in part; and
(f)the street address of the surviving entity’s principal place of business.
(3)A plan of merger must be approved:
(a)in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(b)in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;
(c)in the case of a domestic partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under 35-8-1210(2); and
(d)in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this state or of the state or foreign jurisdiction in which the entity is organized and, in the absence of any requirement, by all the owners of interests in the entity.
(4)After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(5)The merger is effective upon the filing of the articles of merger with the secretary of state or at a later date as the articles may provide.