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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

009
:
CONVERSIONS AND MERGERS








[Section 3126 repealed effective July 1, 2016.]

[Section 3126 repealed effective July 1,

2016.]

§

3126. Effect of merger

(a) When a

merger takes effect:

(1) the separate

existence of each limited liability company and other entity that is a party to

the merger, other than the surviving entity, terminates;

(2) all property

owned by each of the limited liability companies and other entities that are

party to the merger vests in the surviving entity;

(3) all debts,

liabilities, and other obligations of each limited liability company and other

entity that is party to the merger become the obligations of the surviving

entity;

(4) an action or

proceeding pending by or against a limited liability company or other party to

a merger may be continued as if the merger had not occurred or the surviving

entity may be substituted as a party to the action or proceeding; and

(5) except as

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

purposes of every limited liability company and other entity that is a party to

a merger become vested in the surviving entity.

(b) The

Secretary of State is an agent for service of process in an action or

proceeding against the surviving foreign entity to enforce an obligation of any

party to a merger if the surviving foreign entity fails to appoint or maintain

an agent designated for service of process in this State or the agent for

service of process cannot with reasonable diligence be found at the designated

office. Upon receipt of process, the Secretary of State shall send a copy of

the process by registered or certified mail, return receipt requested, to the

surviving entity at the address set forth in the articles of merger. Service is

effected under this subsection at the earliest of:

(1) the date the

company receives the process, notice, or demand;

(2) the date

shown on the return receipt, if signed on behalf of the company; or

(3) five days

after its deposit in the mail, if mailed postpaid and correctly addressed.

(c) A member of

the surviving limited liability company is liable for all obligations of a

party to the merger for which the member was personally liable before the

merger.

(d) Unless

otherwise agreed, a merger of a limited liability company that is not the

surviving entity in the merger does not require the limited liability company

to wind up its business under this chapter or pay its liabilities and

distribute its assets pursuant to this chapter.

(e) Articles of

merger serve as articles of dissolution for a limited liability company that is

not the surviving entity in the merger. (Added 1995, No. 179 (Adj. Sess.), §

4.)