35-8-1203. Effect of merger.
35-8-1203. Effect of merger. (1) When a merger takes effect:
(a) the separate existence of each limited liability company and other entity that are a party to the merger, other than the surviving entity, terminates;
(b) all property owned by each of the limited liability companies and other entities that are a party to the merger vests in the surviving entity;
(c) all debts, liabilities, and other obligations of each limited liability company and other entity that are a party to the merger become the obligations of the surviving entity;
(d) an action or proceeding pending by or against a limited liability company or other entity that is a 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
(e) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that are a party to a merger vest in the surviving entity.
(2) If the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this state or if the agent for service of process cannot with reasonable diligence be found, service of process may be made on the foreign entity as provided in 35-7-113(2). Service is effected under this subsection at the earliest of:
(a) the date on which the company receives the process, notice, or demand;
(b) the date shown on the return receipt, if signed on behalf of the company; or
(c) 5 days after its deposit in the mail, if mailed postpaid and correctly addressed.
(3) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.
(4) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or to pay its liabilities and distribute its assets pursuant to this chapter.
(5) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.
History: En. Sec. 51, Ch. 302, L. 1999; amd. Sec. 63, Ch. 240, L. 2007.