MERGER AND CONVERSION

M.R.S. tit. 31, ch. 21, subch. 12

in effect

31 M.R.S. §1641 Merger

1641. Merger 1. Merger requirements. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if: A. The governing statute of each of the other organizations authorizes the merger; B. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and C. Each of the other organizations complies with its governing statute in effecting the merger. 2. Plan of merger. A plan of merger must be in a record and must include: A. The name, current jurisdiction and form of each constituent organization; B. The name, jurisdiction and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; C. 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 and other consideration as allowed in subsection 3; D. 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 E. 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 or a statement that the organizing documents remain unchanged. 3. Exchange or conversion. In connection with a merger, rights or securities of or interests in the constituent organization may be exchanged for or converted into cash, property or rights or securities of or interests in the surviving organization or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property or rights or securities of or interests in another organization or may be cancelled. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1642 Action on plan of merger by constituent limited liability company

1642. Action on plan of merger by constituent limited liability company 1. Consent by constituent members. A plan of merger must be consented to by all the members of a constituent limited liability company. 2. Amend plan; abandon merger. After the plan of merger is approved, and at any time before a statement of merger is delivered to the office of the Secretary of State for filing under section 1643, a constituent limited liability company may amend the plan or abandon the merger: A. As provided in the plan; or B. Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1643 Filings required for merger; effective date

1643. Filings required for merger; effective date 1. Signature on statement of merger. After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: A. Each constituent limited liability company, as provided in section 1676, subsection 1; and B. Each other constituent organization, as provided in its governing statute. 2. Contents. A statement of merger under this section must include: A. The name and form of each constituent organization and the jurisdiction of its governing statute and the date of organization of each constituent organization; B. The name and form of the surviving organization, the jurisdiction of its governing statute, the date of its organization, the address of its principal office and, if the surviving organization is created by the merger, a statement to that effect; C. The date the merger is effective under the governing statute of the surviving organization; D. If the surviving organization is to be created by the merger: (1) If the surviving organization will be a limited liability company, the limited liability company's certificate of formation; or (2) If the surviving organization will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record; E. If the surviving organization exists before the merger: (1) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization that are in a public record; or (2) A statement that the organizational documents remain unchanged; F. A statement as to each constituent organization that the merger was approved as required by the constituent organization's governing statute and as required by the organizational documents of each constituent organization; G. If the surviving organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1644, subsection 2; and H. Any additional information required by the governing statute of any constituent organization. 3. Filing of statement of merger. The surviving organization shall deliver the statement of merger signed by each constituent organization for filing with the office of the Secretary of State. 4. Effective date of merger. A merger becomes effective under this subchapter: A. If the surviving organization is a limited liability company, upon the later of: (1) Compliance with subsection 3; and (2) As specified in the statement of merger; or B. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §22 (AMD).

31 M.R.S. §1644 Effect of merger

1644. Effect of merger 1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; D. All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization; E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred, and the surviving organization may be, but need not be, substituted in the action; F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; H. Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 8; I. If the surviving organization is created by the merger: (1) If the surviving organization is a limited liability company, the certificate of formation becomes effective; or (2) If the surviving organization is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and J. If the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational document that created the surviving organization become effective. 2. Jurisdiction. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this State on the debt, obligation or other liability. Service of process on a surviving organization that is a foreign organization and not authorized to conduct business in this State for the purposes of enforcing a debt, obligation or other liability may be made in the same manner and has the same consequences as provided in Title 5, chapter 6‑A as if the surviving organization were a foreign limited liability company. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §23 (AMD).

31 M.R.S. §1645 Conversion

1645. Conversion 1. Conversion. An organization other than a limited liability company, including but not limited to a foreign organization, may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, sections 1646 to 1648 and a plan of conversion, if: A. The governing statute of the organization that is not a limited liability company authorizes the conversion; B. The law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and C. The converting organization and the converted organization each complies with its respective governing statute in effecting the conversion. 2. Plan of conversion. A plan of conversion must be in a record and must include: A. The name, date of organization, jurisdiction and form of the converting organization before conversion; B. The name, jurisdiction and form of the converted organization after conversion; C. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration as allowed in subsection 3; and D. The organizational documents of the converted organization that are, or are proposed to be, in a record. 3. Exchange or conversion. In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property or rights or securities of or interests in the converted organization or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property or rights or securities of or interests in another organization or may be cancelled. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1646 Action on plan of conversion by converting limited liability company

1646. Action on plan of conversion by converting limited liability company 1. Consent. A plan of conversion must be consented to by all the members of a converting limited liability company. 2. Amend or abandon. After a conversion is approved, and at any time before the statement of conversion is delivered to the office of the Secretary of State for filing under section 1647, a converting limited liability company may amend the plan or abandon the conversion: A. As provided in the plan; or B. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1647 Filings required for conversion; effective date

1647. Filings required for conversion; effective date 1. After conversion approved. After a plan of conversion is approved: A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include: (1) A statement that the converting limited liability company has been converted into the converted organization; (2) The name and form of the converted organization, the jurisdiction of its governing statute, the date of its organization and the address of its principal office; (3) The date the conversion is effective under the governing statute of the converted organization; (4) A statement that the conversion was approved as required by this chapter and the limited liability company agreement; (5) A statement that the conversion was approved as required by the governing statute of the converted organization; and (6) If the converted organization is a foreign organization not authorized to conduct business in this State, an acknowledgment that it may be served with process in this State by certified mail and the address of its principal office for the purposes of section 1648, subsection 3; and B. If the converted organization is a limited liability company, the converting organization shall deliver to the office of the Secretary of State for filing a certificate of formation, which must include, in addition to the information required by section 1531, subsection 1: (1) A statement that the converted organization was converted from the converting organization; (2) The name and form of the converting organization, the jurisdiction of the converting organization's governing statute and the date of its organization; and (3) A statement that the conversion was approved as required by the governing statute of the converting organization. 2. Effective date. A conversion becomes effective: A. If the converted organization is a limited liability company, when the certificate of formation takes effect; and B. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1648 Effect of conversion

1648. Effect of conversion 1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. 2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting organization remains vested in the converted organization; B. All debts, obligations or other liabilities of the converting organization continue as debts, obligations or other liabilities of the converted organization; C. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred, or the converted organization may be, but need not be, substituted in the action; D. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; E. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; F. Except as otherwise agreed, the converting organization is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of that converting organization. When a converting organization has been converted to a limited liability company pursuant to this subchapter, the limited liability company is deemed to be the same organization as the converting organization, and the conversion constitutes a continuation of the existence of the converting organization in the form of a limited liability company; G. The rights, privileges, powers and interests in property of the converting organization, as well as the debts, liabilities and duties of the converting organization, are not deemed, as a consequence of the conversion, to have been transferred to the converted organization; and H. If the converted organization is a limited liability company, the existence of the limited liability company is deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated or otherwise came into being. 3. Jurisdiction. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this State on the debt, obligation or other liability. Service of process on a converted organization that is a foreign organization and not authorized to conduct business in this State for purposes of enforcing a debt, obligation or other liability under this subsection may be made in the same manner and has the same consequences as provided in Title 5, chapter 6‑A as if the converted organization were a foreign limited liability company. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §24 (AMD).

31 M.R.S. §1649 Restrictions on approval of mergers and conversions

1649. Restrictions on approval of mergers and conversions 1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's written consent to that plan. 2. Consent to agreement. A member does not give the consent required by subsection 1 merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

31 M.R.S. §1650 Subchapter not exclusive

1650. Subchapter not exclusive This subchapter does not preclude an entity from being merged or converted under law other than this chapter. PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch21sec0.htmlFetched: 10/20/2026