(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.

Terms Used In Tennessee Code 61-3-1108

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of merger: means articles under §. See Tennessee Code 61-3-1101
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • 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.
  • Jurisdiction of formation: means the jurisdiction whose laws govern the internal affairs of an entity. See Tennessee Code 61-3-101
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Tennessee Code 61-3-1101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 61-3-101
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
  • Type of entity: means a generic form of entity:
    (A) Recognized at common law. See Tennessee Code 61-3-1101
(b) Articles of merger must contain:

(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of formation, and type of entity of the surviving entity;
(3) A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 – 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6) If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.
(c) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed.
(e) If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of:

(1) The date and time provided by the organic law of the surviving entity; or
(2) When the articles are effective.
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