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Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

010
:
CONVERSION, MERGER, AND DOMESTICATION










 

§

4151. Effect of merger

(a) When a

merger becomes effective:

(1) the

surviving organization continues or comes into existence;

(2) each

constituent organization that merges into the surviving organization ceases to

exist as a separate entity;

(3) all property

owned by each constituent organization that ceases to exist vests in the

surviving organization;

(4) all debts,

obligations, or other liabilities of each constituent organization that ceases

to exist continue as debts, obligations, or other liabilities of the surviving

organization;

(5) an action or

proceeding pending by or against any constituent organization that ceases to

exist may be continued as if the merger had not occurred;

(6) except as

prohibited by other law, all of the rights, privileges, immunities, powers, and

purposes of each constituent organization that ceases to exist vest in the

surviving organization;

(7) except as

otherwise provided in the plan of merger, the terms and conditions of the plan

of merger take effect; and

(8) except as

otherwise agreed, if a constituent limited liability company ceases to exist,

the merger does not dissolve the limited liability company for the purposes of

subchapter 7 of this chapter;

(9) if the

surviving organization is created by the merger:

(A) if it is a

limited liability company, the certificate of organization becomes effective;

or

(B) if it is an

organization other than a limited liability company, the organizational

document that creates the organization becomes effective; and

(10) if the surviving

organization preexisted the merger, any amendments provided for in the articles

of merger for the organizational document that created the organization become

effective.

(b)(1) A

surviving organization that is a foreign organization consents to the jurisdiction

of the courts of this State to enforce any debt, obligation, or other liability

owed by a constituent organization, if before the merger the constituent

organization was subject to suit in this State on the debt, obligation, or

other liability.

(2) A surviving

organization that is a foreign organization and not authorized to transact

business in this State appoints the Secretary of State as its agent for service

of process for the purposes of enforcing a debt, obligation, or other liability

under this subsection.

(3) Service on

the Secretary of State under this subsection shall be made in the same manner

and has the same consequences as in subsections 4010(c) and (d) of this title.

(Added 2015, No. 17, § 2.)