§428-906 - Effect of merger.
§428-906 Effect of merger. (a) When a
merger takes effect:
(1) The separate existence of each entity that is a
party to the merger, other than the surviving entity, terminates;
(2) All property owned by each of the entities that
are parties to the merger vests in the surviving entity;
(3) All debts, liabilities, and other obligations of
each entity that is a party to the merger become the obligations of the
surviving entity;
(4) An action or proceeding pending by or against an
entity that is 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 rights,
privileges, immunities, powers, and purposes of every entity that is a party to
a merger become vested in the surviving entity.
(b) [Subsection effective until June 30,
2010. For subsection effective July 1, 2010, see below.] If a surviving
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, service of process may be made
upon the surviving entity by sending 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 surviving entity receives the
process, notice, or demand;
(2) The date shown on the return receipt, if signed
on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if
mailed postpaid and correctly addressed.
(b) [Subsection effective July 1, 2010. For
subsection effective until June 30, 2010, see above.] If a surviving
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 served, service of process may be made upon the surviving entity by
sending 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 surviving entity receives the
process, notice, or demand;
(2) The date shown on the return receipt, if signed
on behalf of the surviving entity; or
(3) Five days after its deposit in the mail, if
mailed postpaid and correctly addressed.
(c) A member of a surviving limited liability
company shall be liable for all obligations of a party to the merger for which
the member was personally liable prior to the merger.
(d) Unless otherwise agreed, a merger of a
limited liability company that is not the surviving entity in the merger shall
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. [L 1996, c 92, pt of §1; am L 2002, c 41, §25; am L 2009, c 55, §57]