(805 ILCS 180/37-5)
Sec. 37-5. Definitions. In this Article:
"Constituent limited liability company" means a constituent organization that is a limited liability company. "Constituent organization" means an organization that is party to a merger. "Governing statute" means the statute that governs an organization's internal affairs. "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit. "Organizational document" means: (1) for a domestic or foreign general partnership, |
| its partnership agreement;
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(2) for a limited partnership or foreign limited
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| partnership, its certificate of limited partnership and partnership agreement;
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(3) for a domestic or foreign limited liability
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| company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
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(4) for a business trust, its agreement of trust and
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(5) for a domestic or foreign corporation for
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| profit, its articles of incorporation, bylaws, and any agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
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(6) for any other organization, the basic records
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| that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
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"Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(1) by the governing statute solely by reason of the
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| person co-owning, having an interest in, or being a member of the organization; or
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(2) by the organization's organizational documents
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| under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
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"Surviving organization" means an organization into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger.
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18 .)
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(805 ILCS 180/37-20)
Sec. 37-20. Merger of entities.
(a) A limited
liability company may merge with one or more other constituent organizations pursuant to this Section, Sections 37-21 through 37-30, and a plan of merger, if: (1) the governing statute of each of the other |
| organizations authorizes the merger;
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(2) the merger is not prohibited by the law of a
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| jurisdiction that enacted any of the governing statutes; and
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(3) each of the other organizations complies with
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| its governing statute in effecting the merger.
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(b) A plan of merger must be in a record and must include:
(1) the name and form of each constituent
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(2) the name and form of the surviving organization
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| and, if the surviving organization is to be created by the merger, a statement to that effect;
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(3) the terms and conditions of the merger, including
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| the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
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(4) if the surviving organization is to be created by
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| the merger, the surviving organization's organizational documents that are proposed to be in a record; and
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(5) if the surviving organization is not to be
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| created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
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(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/37-25)
Sec. 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
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(2) each other constituent organization, as provided
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| in its governing statute.
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(b) Articles of merger under this Section 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 merger is effective under the governing
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| 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 liability company,
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| the company's articles of organization; or
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(B) if it will be an organization other than a
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| limited liability company, the organizational document that creates the organization that is in a public record;
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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 that are in a public record;
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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 addresses of an office the Secretary of State may use for the purposes of subsection (b) of Section 37-30; 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 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
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| liability company, upon the later of:
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(A) the filing of the articles of merger with
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| the Secretary of State; or
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(B) subject to Section 5-40, as specified in the
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(2) if the surviving organization is not a limited
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| liability company, as provided by the governing statute of the surviving organization.
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(Source: P.A. 99-637, eff. 7-1-17 .)
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(805 ILCS 180/37-30)
Sec. 37-30. Effect of merger.
(a) When a merger becomes effective:
(1) the surviving organization continues or comes |
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(2) each constituent organization that merges into
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| the surviving organization ceases to exist as a separate entity;
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(3) all property owned by each constituent
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| organization that ceases to exist vests in the surviving organization;
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(4) all debts, obligations, or other liabilities of
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| each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
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(5) an action or proceeding pending by or against
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| any constituent organization that ceases to exist may be continued as if the merger had not occurred;
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(6) except as prohibited by other law, all of the
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| rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
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(7) except as otherwise provided in the plan of
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| merger, the terms and conditions of the plan of merger take effect;
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(8) except as otherwise agreed, if a constituent
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| limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 35;
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(9) if the surviving organization is created by the
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(A) if it is a limited liability company, the
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| articles of organization become effective; or
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(B) if it is an organization other than a
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| limited liability company, the organizational document that creates the organization becomes effective; and
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(10) if the surviving organization preexisted the
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| merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
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(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in subsections (b) and (c) of Section 1-50.
(c) A surviving organization that is a foreign organization may not do business in this State until an application for that authority is filed with the Secretary of State.
(Source: P.A. 99-637, eff. 7-1-17 .)
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