Title 17 Corporations, Partnerships and Associations

17-29-1002. Merger.

(a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes; (iii) Each of the other organizations complies with its governing statute in effecting the merger; and (iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable. (b) A plan of merger shall be in a record and shall include: (i) The name and form of each constituent organization; (ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration; (iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.