(a) When a merger becomes effective:

(1) The surviving limited liability company continues or comes into existence;

(2) Each merging limited liability company that merges into the surviving limited liability company ceases to exist as a separate entity;

(3) All property owned by each merging limited liability company that ceases to exist vests in the surviving limited liability company;

(4) All debts, obligations or other liabilities of each merging limited liability company that ceases to exist continue as debts, obligations or other liabilities of the surviving limited liability company;

(5) An action or proceeding pending by or against any merging limited liability company 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 merging limited liability company that ceases to exist vest in the surviving limited liability company;

(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 merging limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 34-267 to 34-267g, inclusive;

(9) If the surviving limited liability company is created by the merger, the certificate of organization becomes effective; and

(10) If the surviving limited liability company preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the limited liability company become effective.

(b) A surviving limited liability company that is a foreign limited liability company consents to the jurisdiction of the courts of this state for the enforcement of any debt, obligation or other liability owed by a merging limited liability company if before the merger the merging limited liability company was subject to suit in this state on the debt, obligation or other liability. A surviving limited liability company that is a foreign limited liability company and not authorized to transact business in this state appoints the Secretary of the 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 the State under this subsection must be made in the same manner and has the same consequences as in subsections (c) and (d) of section 34-243r.

(c) The transferable interests in a limited liability company that are to be converted under the terms of the plan of merger are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger and to any appraisal rights they have under section 34-279f and the merging limited liability company's organic law.

(P.A. 16-97, S. 91.)

History: P.A. 16-97 effective July 1, 2017.