Section 112.17 - Certificate of Merger or Consolidation(1) A limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of the Commonwealth or any other state of the United States, or any foreign country or other foreign jurisdiction, with such limited liability company or other business entity being the resulting or surviving limited liability company or other business entity.(2) A limited liability company which is involved in a consolidation or merger shall file a certificate of consolidation or merger with the Division as provided in 950 CMR 112.17. If the limited liability company is involved in a consolidation or merger with a domestic other business entity which is required to make a filing with the Division in order to effectuate the merger or consolidation, the surviving entity involved in the merger or consolidation may submit a combined filing which contains the information and is accompanied by the fee required by law for each domestic entity involved. The filing shall be designated and formatted in the manner established by law and regulation for the surviving entity. The certificate shall set forth:(a) the name, federal identification number, date and jurisdiction of formation or organization, and office location of each limited liability company or other business entity involved in the merger or consolidation;(b) the name of the resulting or surviving domestic limited liability company or other business entity;(c) a statement that the merger or consolidation has been duly adopted in accordance with the law under which it is organized or formed and, if applicable, in accordance with the provisions of the operating agreement;(d) if the consolidation or merger is to be effective at a later date, the effective date of the merger or consolidation;(e) a statement that the agreement of consolidation or merger will be kept on file at the office of the resulting or surviving limited liability company or other business entity, and the street address of that office;(f) a statement that a copy of the agreement of consolidation or merger will be furnished by the resulting or surviving limited liability company or other business entity on request and without cost to any member of the limited liability company or to any person holding an interest in any other business entity;(g) if the resulting or surviving limited liability company or other business entity is not an entity organized under the laws of the Commonwealth, a statement that such resulting or surviving entity agrees that, if such entity does not continually maintain an agent for service of process in the Commonwealth, to appoint irrevocably the Secretary of the Commonwealth to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the Commonwealth may be served in the manner set forth in M.G.L. c. 156D, Part 15, § 15.10;(h) if the resulting or surviving entity is a limited liability company governed by 950 CMR 112.00, the certificate of merger/consolidation shall include:1. the name of each manager and business address, if different from the office location. If there are no managers, include a statement to that effect;2. the name of each person authorized to execute documents to be filed with the Division and business address, if different from the office location. At least one person shall be named if there are no managers;3. the name of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property and business address, if different from the office location; and4. any amendment to the certificate of organization of the surviving limited liability company to be effected pursuant to the agreement of merger, or in the case of a resulting limited liability company, all other information required to be included in the certificate of organization pursuant to 950 CMR 112.11.(3) The fee for filing the consolidation or merger shall be $100.00 plus the fee assessed by law for each domestic other business entity.(4) In order to file a certificate of consolidation or merger, each non-surviving limited liability company involved shall file all annual reports and pay all fees required by law to be filed and paid for the most recent ten years.