47-34A-905. 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;
(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 §§47-34A-801 to 47-34A-812, inclusive;
(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) 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. 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. Service on the secretary of state under this subsection must be made in the same manner as in §47-34A-206.
Source: SL 1998, ch 272, §905; SL 2013, ch 233, §19.