Also known as: eligible entities
Written by attorneys · grounded in primary & secondary sources — see below
A noncorporate business organization that may participate in statutory mergers, conversions, or serve as a registered agent under applicable business corporation statutes. The designation permits domestic and foreign entities such as limited liability companies to engage in transactions alongside corporations when they satisfy the statute's definitional criteria and any required organic-law approvals.
Elysium Media, a domestic limited liability company, maintains its principal place of business at the same downtown address it lists as the registered office for Empire Logistics. Empire designates Elysium as its registered agent because the two offices coincide exactly. The secretary of state accepts the filing, allowing Empire to receive service of process at that location.
Everest Holdings, a domestic limited liability company, approves a plan to convert into a domestic corporation under its organic law. The plan identifies Everest as the converting entity that will continue after the transaction as the converted corporation. State filings are accepted once the conversion is effected in accordance with the statute.
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Yes. Modern merger statutes expressly authorize one or more domestic corporations to merge with one or more foreign eligible entities under a single plan that results in a newly created domestic corporation as the survivor, provided each participant satisfies the statute's definitional requirements and any applicable foreign organic law.
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Yes. The statute permits a domestic or foreign eligible entity to serve as registered agent if its business office is identical with the registered office and, when foreign, it is registered to do business in the state.
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Yes. The statute allows one or more domestic corporations to merge with one or more foreign corporations or eligible entities in a single plan that identifies a single survivor, which may be foreign if permitted by the foreign entity's own law and any required regulatory approvals.
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