Section 7-16-60. – Plan of merger or consolidation.
§ 7-16-60. Plan of merger or consolidation. (a) Each constituent entity shall enter into a written plan of merger or consolidation, which shall be approved by each domestic constituent entity in accordance with § 7-16-61. (b) The plan of merger or consolidation shall set forth: (1) The name of each limited-liability company, corporation and limited […]
Section 7-16-61. – Approval of merger or consolidation.
§ 7-16-61. Approval of merger or consolidation. (a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by this section: (1) A limited-liability company party to a proposed merger or consolidation shall have the plan of merger or […]
Section 7-16-62. – Articles of merger or consolidation.
§ 7-16-62. Articles of merger or consolidation. (a) After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each constituent […]
Section 7-16-63. – Effects of merger or consolidation.
§ 7-16-63. Effects of merger or consolidation. Following the consummation of a merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of this state: (1) The constituent entities party to the plan of merger or consolidation shall be a single entity, which, in the case […]
Section 7-16-64. – Merger or consolidation with foreign entity.
§ 7-16-64. Merger or consolidation with foreign entity. (a) Any merger or consolidation that includes a foreign limited-liability company, foreign corporation or foreign limited partnership as a constituent entity is subject to the additional requirements that the merger or consolidation is permitted by the law of the state or jurisdiction under whose laws each foreign […]
Section 7-16-65. – Filing, service, and copying fees.
§ 7-16-65. Filing, service, and copying fees. The secretary of state shall charge and collect: (1) For filing the original articles of organization, a fee of one hundred fifty dollars ($150); (2) For amending, restating, or amending and restating the articles of organization, a fee of fifty dollars ($50.00); (3) For filing articles of merger […]
Section 7-16-66. – Annual report of domestic and foreign limited-liability companies.
§ 7-16-66. Annual report of domestic and foreign limited-liability companies. (a) Each domestic limited-liability company and each foreign limited-liability company authorized to transact business in this state, shall file, between the first day of February and the first day of May in each year following the calendar year in which its original articles of organization […]
Section 7-16-67. – Filing of returns with the tax administrator — Annual charge.
§ 7-16-67. Filing of returns with the tax administrator — Annual charge. (a) A return, in the form and containing the information as the tax administrator may prescribe, shall be filed with the tax administrator by the limited-liability company: (1) In case the fiscal year of the limited-liability company is the calendar year, on or […]
Section 7-16-67.1. – Revocation of articles or authority to transact business for nonpayment of fee.
§ 7-16-67.1. Revocation of articles or authority to transact business for nonpayment of fee. (a) The tax administrator may, after July 15 of each year, make up a list of all limited-liability companies that have failed to pay the fee defined in § 7-16-67 for one year after the fee became due and payable, and […]
Section 7-16-68. – Limited-liability company property.
§ 7-16-68. Limited-liability company property. Real and personal property owned, purchased, or leased by a limited-liability company shall be held, owned, and conveyed in the limited-liability company name. Instruments and documents providing for the acquisition, mortgage or disposition of property of the limited-liability company are valid and binding on the limited-liability company if executed by […]