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(805 ILCS 180/37-25)
Articles of merger.
(a) After each constituent organization has approved a merger, articles of merger must
be signed on behalf of:
(1) each constituent limited liability company as
provided in Section 5-45; and
(2) each other constituent organization, as provided
in its governing statute.
(b) Articles of merger under this Section must include:
(1) the name and form of each constituent
organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization,
the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date merger is effective under the governing
statute of the surviving organization;
(4) if the surviving organization is to be created by
(A) if it will be a limited liability company,
the company's articles of organization; or
(B) if it will be an organization other than a
limited liability company, the organizational document that creates the organization that is in a public record;
(5) if the surviving organization preexists the
merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6) a statement as to each constituent organization
that the merger was approved as required by the organization's governing statute;
(7) if the surviving organization is a foreign
organization not authorized to transact business in this State, the street and mailing addresses of an office the Secretary of State may use for the purposes of subsection (b) of Section 37-30; and
(8) any additional information required by the
governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing to the Secretary of State, together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization.
(d) A merger becomes effective:
(1) if the surviving organization is a limited
liability company, upon the later of:
(A) the filing of the articles of merger with
the Secretary of State; or
(B) subject to Section 5-40, as specified in the
(2) if the surviving organization is not a limited
liability company, as provided by the governing statute of the surviving organization.
(Source: P.A. 99-637, eff. 7-1-17