(1)  A statement of merger must be signed by each merging entity and delivered to the division for filing.

Terms Used In Utah Code 48-2e-1125

  • 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.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-2e-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.
  • Jurisdiction of formation: means , with respect to an entity, the jurisdiction:
(a) under whose law the entity is formed; or
(b) in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. See Utah Code 48-2e-102
  • 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.
  • Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
  • 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 Utah Code 48-2e-102
    • (2)  A statement of merger must contain:

    (a)  the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

    (b)  the name, jurisdiction of formation, and type of entity of the surviving entity;

    (c)  a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-2e-1121 through 48-2e-1126 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;

    (d)  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;

    (e)  if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;

    (f)  if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and

    (g)  if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1126(5).

    (3)  In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law.

    (4)  If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed.

    (5)  A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).

    Enacted by Chapter 412, 2013 General Session

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