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805 ILCS 5/11.39
(805 ILCS 5/11.39)
Merger of domestic corporation and limited liability
(a) Any one or more domestic corporations may merge with or into one
or more limited liability companies of this State, any other state or
states of the
United States, or the District of Columbia, if the laws of the other state
or the District of Columbia permit the merger. The domestic corporation or
corporations and the limited liability company or companies may merge with or
into a corporation, which may be any one of these corporations, or they may
with or into a limited liability company, which may be any one of these limited
companies, which shall be a domestic corporation or limited liability company
State, any other state of the United States, or the District of Columbia,
permits the merger pursuant to a plan of merger complying with and approved in
accordance with this Section.
(b) The plan of merger must set forth the following:
(1) The names of the domestic corporation or
corporations and limited liability company or companies proposing to merge and the name of the domestic corporation or limited liability company into which they propose to merge, which is designated as the surviving entity.
(2) The terms and conditions of the proposed merger
and the mode of carrying the same into effect.
(3) The manner and basis of converting the shares of
each domestic corporation and the interests of each limited liability company into shares, interests, obligations, other securities of the surviving entity or into cash or other property or any combination of the foregoing.
(4) In the case of a merger in which a domestic
corporation is the surviving entity, a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger.
(5) Any other provisions with respect to the proposed
merger that are deemed necessary or desirable, including provisions, if any, under which the proposed merger may be abandoned prior to the filing of the articles of merger by the Secretary of State of this State.
(c) The plan required by subsection (b) of this Section shall be adopted and
by the constituent corporation or corporations in the same manner as is
Sections 11.05, 11.15, and 11.20 of this Act and, in the case of a limited
company, in accordance with the terms of its operating agreement, if any, and
accordance with the laws under which it was formed.
(d) Upon this approval, articles of merger shall be executed by each
constituent corporation and limited liability company and filed with the
Secretary of State. The merger shall become
effective for all purposes of the laws of this State when and as provided in
11.40 of this Act with respect to the merger of corporations of this State.
(e) If the surviving entity is to be governed by the laws of the District of
Columbia or any state other than this State, it shall file with the
State of this State an agreement that it may be served with process in this
any proceeding for enforcement of any obligation of any constituent corporation
limited liability company of this State, as well as for enforcement of any
the surviving corporation or limited liability company arising from the merger,
including any suit or other proceeding to enforce the shareholders right to
provided in Section 11.70 of this Act, and shall irrevocably appoint the
State of this State as its agent to accept service of process in any such suit
(f) Section 11.50 of this Act shall, insofar as it is applicable, apply to
mergers between domestic corporations and limited liability companies.
(g) In any merger under this Section, the surviving entity shall not
engage in any business or exercise any power that a domestic corporation or
domestic limited liability company may not otherwise engage in or exercise in
this State. Furthermore, the surviving entity shall be governed by the
ownership and control restrictions in Illinois law applicable to that type of
(Source: P.A. 96-1121, eff. 1-1-11.)