29-2207. Ineffectiveness of merger due to law of foreign jurisdiction

A. If a statement of merger is filed with the appropriate filing authority and the merger is not authorized by the law of the relevant foreign jurisdiction as required by section 29-2201, subsection B, the merger is ineffective. A statement of ineffectiveness of merger must be signed on behalf of each entity on behalf of which the statement of merger was signed and must be delivered for filing with the appropriate filing authority to reflect that ineffectiveness in the public record.

B. The statement of ineffectiveness of merger must contain each of the following, if applicable:

1. The name of each entity that attempted the merger.

2. The date on which the statement of merger was filed.

3. A statement that the merger was ineffective because it was not authorized by the law of the relevant foreign jurisdiction.

4. If another entity has adopted the name of an entity that attempted the merger or if another person has adopted as a trade name the name of that entity, the entity that attempted the merger must change its name by attaching an amendment to its public organizational document. The amendment must change the name of the entity in accordance with the naming requirements of its governing statute and, if attached, is deemed to be delivered to the appropriate filing authority for filing.

C. The entities that attempted the merger are both:

1. Responsible to any other person for any obligation incurred by that person that arises out of or relates to the ineffectiveness of the attempted merger unless the entities establish that the obligation was not incurred in good faith.

2. Deemed to have appointed the appropriate filing authority as the agent of each entity for service of process for any action arising under this section unless the entity is a domestic entity or a qualified foreign entity.

D. If they were acting in good faith, the entities that attempted the merger and their respective interest holders, governors or other representatives are not civilly or criminally liable and may not be found guilty in connection with an ineffective merger under any laws of this state pertaining to:

1. The filing of a false or otherwise misleading or inaccurate document.

2. The making of a false or otherwise misleading or inaccurate statement.

3. Any similar matter.