Unless otherwise provided in an operating agreement of the company, and subject to the law applicable to the other limited liability company, a limited liability company may merge or consolidate with or into a limited liability company or a foreign limited liability company.
(a) Unless otherwise provided in an operating agreement of the company, a limited liability company may not approve a proposed merger or consolidation unless the merger or consolidation is approved by all of the members of the company. (b) A foreign limited liability company that is a party to a proposed merger or consolidation may […]
The limited liability company that survives or results from a merger or consolidation under this chapter shall file with the department articles of merger or consolidation signed by each limited liability company that is a party to the merger or consolidation.
The articles of merger or consolidation required by AS 10.50.515 must state (1) the name of each limited liability company that is a party to the merger or consolidation; (2) the jurisdiction where each limited liability company that is a party to the merger or consolidation was organized; (3) that an agreement of merger or […]
Articles of merger or consolidation shall be signed by a limited liability company that is a party to the merger or consolidation.
Articles of merger or consolidation constitute articles of dissolution for a limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation.
A merger or consolidation under AS 10.50.500 – 10.50.565 takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or an effective date stated in the articles of merger or consolidation.
(a) An agreement of merger or consolidation approved under AS 10.50.510 may amend an operating agreement of a limited liability company or adopt a new operating agreement for the company if the company is the surviving or resulting limited liability company in the merger or consolidation. (b) An approved agreement of merger or consolidation may […]
(a) When a merger or consolidation becomes effective, the limited liability companies that are parties to a merger or consolidation agreement become a single limited liability company that, in the case of a merger, is the limited liability company named in the plan of merger as the surviving limited liability company, and, in the case […]
The real and personal property, the debts due, including promises to make capital contributions, other choses in action, and the other interests of the limited liability companies that are parties to a merger or consolidation belong to the surviving or resulting limited liability company without further action by the companies.
(a) The surviving or resulting limited liability company in a merger or consolidation is liable for the liabilities of the limited liability companies that are parties to the merger or consolidation. (b) A claim, action, or other proceeding that exists at the time of the merger or consolidation and that is pending by or against […]
The rights of creditors and liens on the property of a limited liability company that is a party to a merger or consolidation are not impaired by the merger or consolidation.
(a) Upon a merger or consolidation, the limited liability company interests that are to be converted or exchanged into interests, cash, obligations, or other property under the terms of a merger or consolidation agreement are converted as provided by the merger or consolidation agreement. (b) Upon a merger or consolidation, the former holders of interests […]
Under AS 10.55 (Alaska Entity Transactions Act), a limited liability company may enter into mergers, interest exchanges, conversions, and domestications that are not covered by AS 10.50.500 – 10.50.565.
In AS 10.50.500 – 10.50.590, “limited liability company” means a limited liability company organized under this chapter or a foreign limited liability company.
