MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4704 Merger; provisions.
Sec. 704.
When a merger takes effect, all of the following apply:
(a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.
(b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.
(c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.
(d) The surviving company has all of the liabilities of each constituent company.
(e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.
(f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.
(g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4704 Merger; provisions.
Sec. 704.
When a merger takes effect, all of the following apply:
(a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.
(b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.
(c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.
(d) The surviving company has all of the liabilities of each constituent company.
(e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.
(f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.
(g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4704 Merger; provisions.
Sec. 704.
When a merger takes effect, all of the following apply:
(a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.
(b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.
(c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.
(d) The surviving company has all of the liabilities of each constituent company.
(e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.
(f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.
(g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997
