Section 10A-5A-10.08

Effect of merger.

(a) When a merger becomes effective:

(1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence;

(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) except as provided in the plan of merger, all property owned by, and every contract right possessed by, each constituent organization, or series thereof, that ceases to exist vests in the surviving organization without transfer, reversion, or impairment and the title to any property and contract rights vested by deed or otherwise in the surviving organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason of the merger;

(4) all debts, obligations, and other liabilities of each constituent organization, or series thereof, other than the surviving organization, are debts, obligations, and other liabilities of the surviving organization, and neither the rights of creditors, nor any liens upon the property of any constituent organization, shall be impaired by the merger;

(5) an action or proceeding pending by or against any constituent organization, or series thereof, continues as if the merger had not occurred and the name of the surviving organization may be, but need not be, substituted in any pending proceeding for the name of any constituent organization whose separate existence ceased in the merger;

(6) except as prohibited by law other than this chapter, or as provided in the plan of merger, all of the rights, privileges, franchises, immunities, powers, and purposes of each constituent organization, or series thereof, other than the surviving organization, 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 and does not dissolve a series thereof;

(9) if the surviving organization is created pursuant to the merger:

(A) if it is a limited liability company, the certificate of formation becomes effective; or

(B) if it is an organization other than a limited liability company, the organizational documents that create the organization become effective; and

(10) if the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational documents of that organization become effective;

(11) the transferable interests of each limited liability company that is a constituent organization to the merger, and the ownership interests of each organization that is not a limited liability company, but is a constituent organization to the merger, that are to be converted in accordance with the terms of the merger into transferable interests, ownership interests, other securities, obligations, rights to acquire transferable interests, ownership interests, or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holder of such transferable interests or ownership interests is entitled only to the rights provided to that former holder by those terms or the statute governing that former holder's constituent organization; and

(12) if the surviving organization exists before the merger:

(i) except as provided in the plan of merger, all property and contract rights of the surviving organization remain its property and contract rights without transfer, reversion, or impairment;

(ii) the surviving organization remains subject to all its debts, obligations, and other liabilities; and

(iii) except as provided by law other than this chapter, or the plan of merger, the surviving organization continues to hold all of its rights, privileges, franchises, immunities, powers, and purposes.

(b) A surviving organization that is a foreign entity consents to the jurisdiction 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. If a surviving organization that is a foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then the service of process on that surviving organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.

(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2018-125, §6; Act 2019-94, §2.)