Uniform Protected Series Act
Caution State Law Variances!
SECTION 606. STATEMENT OF MERGER.
In a merger under Section 604, the statement of merger must:
(1) comply with [cite the provisions of this state's limited liability company act pertaining to the contents of a statement of merger]; and
Reporter's Comment to Paragraph (1) – This article rests on and is linked to the merger provisions in an enacting state's limited liability company act. See Section 604, comment. A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 1025.
A merger without a statement would be an emotionally empty one. Therefore, § 606 provides for a Statement of Merger, the first requirement of which under ¶ (1) is that it would comply with ULLCA § 1025. This of course is yet another big extrapolation provision.
(2) include as an attachment the following records, each to become effective when the merger becomes effective:
Reporter's Comment to Paragraph (2) – These requirements supplement the requirements stated in the merger provisions of an enacting state's limited liability company act. See, e.g., Uniform Limited Liability Company Act (2006) (Last Amended 2013), Section 1025 (stating what the plan of merger must include).
(A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;
(B) for a protected series of a non-surviving company which after the merger will be a relocated protected series:
(i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
Reporter's Comment to Paragraph (2)(B)(i) – This statement is to provide information for the public record of a non-surviving company.
(ii) a statement of protected series designation signed by the surviving company; and
Reporter's Comment to Paragraph (2)(B)(ii) – This statement is to provide information for the public record of the surviving company.
(C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
JayNote: Paragraph (2) of § 606 then provides for additional things that must be attached to the Statement of Merger for a Series LLC, being a Statement of Termination for each protected series which is killed off by the merger, and a Statement of Relocation for each protected series that survives the merger. Similarly, for a new protected series that is created as a result of the merger, there must be a Statement of Designation. No suggested forms are provided for all these novel Statements, so feel free to just make them up as you go.
C O M M O N P A G E F O O T E R
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