(805 ILCS 215/1108)
Sec. 1108. Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, |
| by each general partner listed in the certificate of limited partnership; and
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(2) each other preexisting constituent organization,
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| by an authorized representative.
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(b) The articles of merger must include:
(1) the name and form of each constituent
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| organization and the jurisdiction of its governing statute;
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(2) the name and form of the surviving organization,
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| the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
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(3) the date the merger is effective under the
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| governing statute of the surviving organization;
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(4) if the surviving organization is to be created by
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(A) if it will be a limited partnership, the
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| limited partnership's certificate of limited partnership; or
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(B) if it will be an organization other than a
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| limited partnership, the organizational document that creates the organization;
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(5) if the surviving organization preexists the
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| merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
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(6) a statement as to each constituent organization
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| that the merger was approved as required by the organization's governing statute;
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(7) if the surviving organization is a foreign
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| organization not authorized to transact business in this State, the street and mailing address of an office which the Secretary of State may use for the purposes of Section 1109(b); and
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(8) any additional information required by the
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| governing statute of any constituent organization.
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(c) Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this Article:
(1) if the surviving organization is a limited
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| partnership, upon the later of:
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(i) compliance with subsection (c); or
(ii) subject to Section 206(c), as specified in
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| the articles of merger; or
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(2) if the surviving organization is not a limited
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| partnership, as provided by the governing statute of the surviving organization.
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(Source: P.A. 93-967, eff. 1-1-05.)
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