§ 57D-9-41 – Plan of merger.
57D-9-41. Plan of merger. (a) Each merging entity must approve a written plan of merger containing all of the following: (1) The name, type of entity, and jurisdiction whose law governs the organization and internal affairs of each merging entity immediately before the merger. (2) The name of the surviving entity. (3) The terms and […]
§ 57D-9-42 – Articles of merger.
57D-9-42. Articles of merger. (a) After a plan of merger has been approved by each merging entity as provided in G.S. 57D-9-41, the surviving entity shall deliver articles of merger to the Secretary of State for filing. The articles of merger shall state the following: (1) The name, type of entity, and jurisdiction whose law […]
§ 57D-9-43 – Effects of merger.
57D-9-43. Effects of merger. (a) When the merger takes effect, the following shall occur: (1) Each merging entity other than the surviving entity merges into the surviving entity, and the separate existence of each merging entity other than the surviving entity ceases. (2) The title to all real estate and other property owned by each […]
§ 57D-10-01 – Purpose; public policy.
57D-10-01. Purpose; public policy. (a) This Chapter is to be applied to promote its purposes and policies. (b) The purpose of this Chapter is to provide a flexible framework under which one or more persons may organize and manage one or more businesses as they determine to be appropriate with minimum prescribed formalities or constraints. […]
§ 57D-10-02 – Rules of construction; coordination with other law.
57D-10-02. Rules of construction; coordination with other law. (a) Unless displaced by this Chapter, the rules of law and equity supplement this Chapter. (b) The rule that statutes in derogation of the common law are to be strictly construed does not apply to this Chapter. (c) This Chapter modifies, limits, and supersedes the federal Electronic […]
§ 57D-11-01 – Applicability of act.
57D-11-01. Applicability of act. The provisions of this Chapter apply to every LLC, whether formed on, before, or after January 1, 2014, and the interest owners of every LLC, except to the extent expressly excepted by this Chapter. (2013-157, s. 2.)
§ 57D-11-02 – Application to qualified foreign LLCs.
57D-11-02. Application to qualified foreign LLCs. A foreign LLC authorized to transact business in this State immediately before the repeal of Chapter 57C of the General Statutes is subject to this Chapter but is not required to obtain a new certificate of authority to transact business under this Chapter. The certificate of authority of such […]
§ 57D-11-03 – Saving provisions.
57D-11-03. Saving provisions. (a) The existence of LLCs formed before January 1, 2014, shall not be impaired by the repeal of Chapter 57C of the General Statutes or the enactment of this Chapter, by any change made by this Chapter in the requirements for the formation of LLCs, nor by any amendment or repeal by […]
§ 57D-9-22 – Filing of articles of organization and conversion by the converting entity.
57D-9-22. Filing of articles of organization and conversion by the converting entity. (a) After a plan of conversion has been approved by the converting entity as provided in G.S. 57D-9-21, the converting entity shall deliver articles of organization and conversion to the Secretary of State for filing. The articles of organization and conversion must contain […]
§ 57D-9-23 – Effective date; effects of conversion.
57D-9-23. Effective date; effects of conversion. (a) The conversion takes effect when the articles of organization and conversion of the converting entity filed by the Secretary of State become effective, at which time the following shall occur: (1) The converting entity ceases its prior form of organization and continues in existence as the surviving entity. […]