Nevis Limited Liability Company Ordinance

PART X1
CONVERSION; MERGER
AND CONSOLIDATION
Conversion of 59. (1) Whenever used in this section and in section 60,
a corporation to "corporation" means a corporation formed under the Nevis Business
a limited liability Corporation Ordinance or redomiciled in Nevis.
company
(2) A plan of conversion must set forth the terms and conditions of the
conversion of the.interests of the shareholders of the corporation into interests in
the limited liability company or the cash or other consideration to be paid or
delivered as a result of the conversion.
(3) The terms and conditions of a conversion of a corporation to a
limited liability company must be approved by the corporation in the manner
required by the Nevis Business Corporation Ordinance, its articles of
incorporation or bylaws.
(4) After the plan is approved in accordance with subsection 3 the
corporation shall file articles of organization with the Registrar of Companies in
the manner set forth in Part V. In addition to the requirements of Part V, the
articles of organization shall include:
(a) the name of the corporation from which the limited liability company
was converted;
(b) a statement that all requirements of the Nevis Business Corporation
Ordinance governing the partnership or corporation from which the
limited liability company was converted have been satisfied;
(5) The filing of the articles of organization cancels the certificate of
incorporation as of the effective date of the articles of organization.
(6) A person who has personal liability for debts and obligations of the
corporation which was converted to the limited liability company, remains
liable for debts and obligations incurred by the corporation before the effective
date of the formation of the converted limited liability company to the same
extent as he would be liable had there not been a conversion.
(7) A person's liability for debts and obligations of the limited liability
company incurred on or after the effective date of the formation of the
converted limited liability company is that of a member of a limited liability
company as provided in this Ordinance.
Effects of 60. (1) A corporation that has been converted pursuant to this Part is
conversion for all purposes the same entity that existed before the conversion.
(2) When a conversion takes effect:
(a) all property owned by the converting corporation is vested in the
limited liability company without further act or deed. If deeds or other
documents evidencing ownership or title must be filed in any
jurisdiction, such documents shall be filed only to give notice that the
name and form of owner of such property has been changed, and not to
evidence or record a change of owner or title holder;
(b) all debts, liabilities and other obligations of the converting
corporation continue as obligations of the limited liability company;
(c) an action or proceeding pending by or against the converting
corporation may be continued as if the conversion had not occurred,
except that, if appropriate in the.jurisdiction in which the proceeding is
pending, the caption of the action may be changed to reflect the
conversion;
(d) notwithstanding any other law, all the rights, privileges, immunities,
powers and purposes of the converting corporation are vested in the
limited liability company; and
(e) except as otherwise provided in the plan of conversion, all of the
shareholders of the converting corporation continue as members of the
limited liability company.
Merger or 61. (1) Whenever used in this part:
consolidation
"consolidation" means a procedure whereby any one or more limited liability
companies consolidate with other limited liability companies or with other
business entities into a new domestic limited liability company or other business
entity formed by the consolidation;
"merger" means a procedure whereby any one or more limited liability
companies merge with or into other limited liability companies or other business
entities to form a single limited liability company, which is any one of the
parties to the merger;
"other business entity" means a corporation, association, a real estate investment
trust, or any other unincorporated business, including a partnership, a limited
partnership, and a limited life company, whether foreign or domestic, and a
foreign limited liability company, but excluding a domestic limited liability
company.
(2) Pursuant to a plan of merger, a domestic limited liability company
may be merged or consolidated with or into one or more domestic limited
liability companies or other business entities, with one domestic limited liability
company or other business entity as the plan shall provide being the surviving or
consolidated limited liability company or other business entity.
(3) In the case where one or more parties to the merger or consolidation are
other business entities formed in a foreign jurisdiction such entities may be
merged or consolidated with one or more domestic limited liability companies if
such merger or consolidation is permitted by the laws of the jurisdiction under
which each such other foreign business entity is established.
(4) The plan of merger or consolidation must set forth:
(a) the name and jurisdiction of formation of each entity that is a party to
the merger;
(b) the name and address of the surviving or consolidated limited
liability company or other business entity;
(c) the type of organization of the surviving or consolidated entity;
(d) the terms and conditions of the proposed merger or consolidation,
including the manner and basis of converting the interests of each party
to the merger or consolidation into interests, bonds or other securities of
the surviving or consolidated entity, or the cash.or other consideration to
be paid or delivered in exchange for such interests, or a combination
thereof.
(5) In the case of a domestic limited liability company that is a party to
the merger or consolidation, unless a greater quantity is otherwise required in
the operating agreement, the plan of merger or consolidation shall be consented
to by the members of such domestic limited liability company who are entitled
to vote thereon. All other parties must authorize the merger or consolidation
pursuant to the laws applicable thereto.
(6) After approval of the plan of merger or consolidation, but before it
takes effect, the plan may be terminated or amended pursuant to a provision for
such termination or amendment within the plan.
(7) After approval of the plan of merger or consolidation, articles of merger or
consolidation shall be executed in duplicate on behalf of each limited liability
company and other business entity that is party to the merger or consolidation
and shall set forth:
(a) the plan of merger or consolidation that had been duly approved as
set forth herein, and, in case a domestic limited liability company is the
surviving or consolidated entity, any statement required to be included in
articles of organization for a limited liability company formed under this
Ordinance;
(b) for each domestic limited liability company party to the merger or
consolidation, the date the articles of organization of each such domestic
limited liability company were filed with the Registrar of Companies;
(c) the effective date of the merger or consolidation, subject to
subsection (1) of section 62, if not effective upon filing; and
(d) the manner in which the merger or consolidation was authorized with
respect to each party to the merger or consolidation.
(8) The articles of merger or articles of consolidation shall be filed with
the Registrar of Companies in accordance with the provisions of section
4.
(9) If the surviving or consolidated limited liability company is to be
governed by the laws of any jurisdiction other than Nevis:
(a) it shall file with the Registrar of Companies a certificate of merger or
consolidation issued by the appropriate official of the foreign
jurisdiction;
(b) the effect of such merger or consolidation shall be the same as in the
case of the merger or consolidation of domestic limited liability
companies except in so far as the laws of such other jurisdiction provide
otherwise;
(c) the effective date of a merger or consolidation shall be determined by
the filing.requirements and laws of such other jurisdiction.
Effects of 62. (1) The merger or consolidation shall be effective upon the filing
merger or of the articles of merger or consolidation with the Registrar of
consolidation Companies or on such date subsequent thereto, not to exceed thirty days, as shall be set
forth in such articles.
(2) When such a merger or consolidation has been effected and the surviving or
consolidated entity is a domestic limited liability company:
(a) such surviving or consolidated domestic limited liability company
shall thereafter consistent with its articles of organization as altered or
established by the merger or consolidation, possess all the rights,
privileges, immunities, powers and purposes of each of the parties to the
merger or consolidation;
(b) all the property, real and personal, including causes of action and
every other asset of each of the parties to the merger or consolidation
shall vest in such surviving or consolidated domestic limited liability
company without further act or deed;
(c) the surviving or consolidated domestic limited liability company
shall assume and be liable for all the liabilities, obligations and penalties
of each of the parties to the merger or consolidation. No liability or
obligation due or to become due, claim or demand for any cause existing
against any such party shall be released or impaired by such merger or
consolidation. No action or proceeding, whether civil or criminal, then
pending by or against any such party to the merger or consolidation shall
abate or be discontinued by such merger or consolidation, but may be
enforced, prosecuted, settled or compromised as if such merger or
consolidation had not occurred, or such surviving or consolidated
limited liability company may be substituted in such action or special
proceeding in place of any party to the merger or consolidation;
(d) in the case of a merger, the articles of organization of the surviving
limited liability company shall be automatically amended to the extent,
if any, that changes in its articles of organization are set forth in the plan
of merger; and, in the case of consolidation, the statements set forth in
the articles of consolidation and which are required or permitted to be
set forth in the articles of organization of a limited liability company
formed under this Ordinance, shall be its articles of organization; and
(e) unless otherwise provided in the articles of merger or consolidation,
all parties to the merger or consolidation which is not the surviving
domestic limited liability company or the consolidated domestic limited
liability company, ceases to exist and is dissolved.
Sale, lease 63. Unless otherwise specified in the operating agreement, the manager
exchange or of a limited liability company may sell, lease, exchange or dispose of all
other or substantially all the assets of a limited liability company, whether or
disposition not made in the usual or regular course of the business actually
of assets conducted by such limited liability company.