29-2601. Division authorized A. By complying with this article, a domestic entity may divide into either: 1. The dividing entity and one or more new entities, whether domestic or foreign. 2. Two or more new entities, whether domestic or foreign. B. A foreign entity may be created by the division of a domestic entity under […]
29-2602. Plan of division A. A domestic entity may divide under this article by approving a plan of division. The plan of division must be in a record and contain all of the following: 1. The name and type of the dividing entity. 2. A statement as to whether the dividing entity will survive the […]
29-2603. Approval of division A. A plan of division is not effective unless it has been approved both: 1. By a domestic dividing entity: (a) In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a division. (b) If neither its governing statute nor its organizational documents provide […]
29-2604. Amendment or abandonment of plan of division A. A plan of division of a domestic dividing entity may be amended either: 1. In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended. 2. By the governors or interest holders of […]
29-2605. Statement of division; effective date A. A statement of division must be signed on behalf of the dividing entity. The statement of division must be delivered for filing either: 1. For a division of a domestic entity pursuant to section 29-2601, subsection A, with the appropriate filing authority, if any, for the domestic dividing […]
29-2606. Effect of division A. When a division becomes effective: 1. If the dividing entity is to survive the division, the dividing entity continues to exist. 2. If the dividing entity is not to survive the division, the dividing entity ceases to exist. 3. The resulting entities created in the division come into existence. 4. […]
29-2607. Allocation of obligations in division A. Except as provided in subsections B and C of this section, when a division becomes effective, each resulting entity is liable, jointly and severally, with the other resulting entities for the obligations of the dividing entity that existed immediately before the effectiveness of the division, and all those […]
29-2608. Ineffectiveness of division due to law of foreign jurisdiction A. If a statement of division is filed with the appropriate filing authority but the division is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2601, subsection B or C, the division is ineffective. A statement of ineffectiveness of […]
