Form Llc-9 - Instructions For Preparing And Filing Articles Of Merger For Limited Liability Company
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1FORM LLC-9-INSTR
B
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WWW.
USINESS
7/2000
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
INSTRUCTIONS FOR PREPARING AND FILING ARTICLES OF MERGER
FOR LIMITED LIABILITY COMPANY
(Section 428-905, Hawaii Revised Statutes)
Instructions: Articles must be typewritten or printed in black ink, and must be legible. All signatures must be in black ink.
Submit original articles and one true copy together with the appropriate fee.
The articles must be signed and certified by one or more managers of a manager-managed company, or by one or more
members of a member-managed company for limited liability companies. For corporations, articles must be signed by two
individuals who are officers of the corporation, or by one officer if permitted by applicable law. For partnerships, articles must
be signed by one or more general partners.
Line 1.
State the name, type of entity and state of formation of the entities proposing to merge, including the surviving entity.
Line 2.
State the name, address and state of formation of the surviving limited liability company.
Line 4.
Complete the information for the surviving limited liability company.
Line 5.
Complete the information for the merging entity.
The Plan of Merger must be approved as follows:
a.
Domestic Limited Liability Company – By the members representing the percentage of ownership specified in
the operating agreement, but not fewer than the members holding a majority of the ownership, or if provision
is not made in the operating agreement, by all the members;
b.
Domestic Corporation – By the vote required by Chapter 415-75.6, Hawaii Revised Statutes;
c.
Domestic Limited Partnership – By the vote of all of the partners, or less than all of the partners, as provided
in the partnership agreement;
d.
Domestic General Partnership – By the vote of all partners, or less than all of the partners, as provided in the
partnership agreement;
e.
Foreign Limited Liability Company, Foreign Corporation, Foreign Limited Partnership, and Foreign General
Partnership – By the vote required for approval of a merger by the law of the state or foreign jurisdiction in
which the foreign entity is organized.
Line 6.
Any amendments to the Articles of Organization of the surviving limited liability company to be effected by the
merger must be attached. Attachment must be typewritten or printed in black ink on 8-1/2 x 11 white, bond paper
and printed only on one side.
Line 7.
Check whether the merger is effective on the date and time of filing the Articles of Merger with the Department of
Commerce and Consumer Affairs, State of Hawaii, or effective on a future date. If a future date is selected, state
the effective date and time, which cannot be more than 30 days after the filing of the Articles of Merger.
Filing Fees: Filing fee ($200.00) is not refundable. Make checks payable to DEPARTMENT OF COMMERCE AND
CONSUMER AFFAIRS. Dishonored Check ($15 fee plus interest charge).
NOTICE: THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS. PLEASE CALL THE
DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744, TO SUBMIT YOUR REQUEST.
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