West Virginia Code § 31B-9-905

Articles of merger
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(a) After approval of the plan of merger under section 9-904(c), unless the merger is
abandoned under section 9-904(d), articles of merger must be signed on behalf of each
limited liability company and other entity that is a party to the merger and delivered to the
Secretary of State for filing. The articles must set forth:
(1) The name and jurisdiction of formation or organization of each of the limited liability
companies and other entities that are parties to the merger;
(2) For each limited liability company that is to merge, the date iuts articles of organization
were filed with the Secretary of State;
(3) That a plan of merger has been approved and signed by each limited liability company
and other entity that is to merge; a
(4) The name and address of the surviving limited lliability company or other surviving entity;
(5) The effective date of the merger;
(6) If a limited liability company is the surviving entity, such changes in its articles of
organization as are necessary by reason of the merger;
(7) If a party to a merger is a feoreign limited liability company, the jurisdiction and date of
filing of its initial articles of organization and the date when its application for authority was
filed by the Secretary ofL State or, if an application has not been filed, a statement to that
effect; and
(8) If the surviving entity is not a limited liability company, an agreement that the surviving
entity may be served with process in this state and is subject to liability in any action or
proceeding for the enforcement of any liability or obligation of any limited liability company
preWviously subject to suit in this state which is to merge, and for the enforcement, as
provided in this chapter, of the right of members of any limited liability company to receive
payment for their interest against the surviving entity.
(b) If a foreign limited liability company is the surviving entity of a merger, it may not do
business in this state until an application for that authority is filed with the Secretary of
State.
(c) The surviving limited liability company or other entity shall furnish a copy of the plan of
merger, on request and without cost, to any member of any limited liability company or any
person holding an interest in any other entity that is to merge.
(d) Articles of merger operate as an amendment to the limited liability company's articles of
organization.

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