If a merger involves a registered series or creates a new registered series, the merging series must sign and file a certificate of merger with required statements.
Sec. 101.634. CERTIFICATE OF MERGER. (a) If a registered series is a party to the merger or if a new registered series is to be created by the merger, a certificate of merger must be signed by each merging series that is a party to the merger and must include a statement certifying the following: (1) the name of each merging series that is a party to the merger and the name of the limited liability company that formed that merging series; (2) that a plan of merger has been approved and executed by or on behalf of each merging series that is to merge; (3) the name of each merging series that survives the merger and each new registered series or protected series that is created by the merger; (4) any amendment to the certificate of registered series of any registered series that is a surviving merging series, including a change in the name of the surviving registered series, to be effected by the merger or a statement that amendments are being made to the certificate of registered series of any registered series that is a surviving merging series under a certificate of amendment attached to the certificate of merger under Subsection (d); (5) the certificate of registered series for each new registered series that is to be created by the merger is being filed with the certificate of merger; (6) that the plan of merger is on file at a place of business of each surviving or new registered series or the limited liability company that formed the registered series, and the address of that place of business; (7) that a copy of the plan of merger will be on written request furnished without cost by each surviving merging series or new registered series or protected series to any member of any merging series that is a party to the merger or any registered series or protected series created by the plan of merger and, for a merger with multiple surviving or new series, to any creditor or obligee of the parties to the merger at the time of the merger if a liability or obligation is then outstanding; (8) if approval of the members of any merging series that was a party to the plan of merger is not required by this code or the company agreement, a statement to that effect; and (9) a statement that the plan of merger has been approved as required by this code and by the company agreement. (b) As provided by Subsection (a)(4), a certificate of merger filed under this section may include as an attachment a certificate of amendment containing amendments to the certificate of registered series for any registered series that is a surviving registered series of the merger. (c) A certificate of merger that contains any amendment or certificate of amendment to the certificate of registered series of a registered series that is a surviving registered series in accordance with Subsection (a)(4) and, if applicable, Subsection (b) is considered to be an amendment to the certificate of registered series of that surviving registered series. No further action is required to amend the certificate of registered series of the surviving registered series under Section 101.624 with respect to the amendment. (d) The certificate of merger must be filed with the secretary of state in accordance with and take effect as a filing instrument as specified by Chapter 4. If a new registered series is to be created by the merger, a certificate of registered series for the new registered series that complies with Section 101.623 must be simultaneously filed with the certificate of merger in accordance with Chapter 4 as a filing instrument and must take effect simultaneously with the effectiveness of the certificate of merger. (e) Whenever this section requires the filing of a certificate of merger, that requirement may be satisfied by the filing of the plan of merger containing the information required to be included in the certificate of merger as provided by this section. Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022. Amended by: Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 51, eff. September 1, 2023.