8956 - Merger and consolidation of limited liability companies authorized.
SUBCHAPTER G MERGERS AND CONSOLIDATIONS Sec. 8956. Merger and consolidation of limited liability companies authorized. 8957. Approval of merger or consolidation. 8958. Certificate of merger or consolidation. 8959. Effect of merger or consolidation. Cross References. Subchapter G is referred to in section 8962 of this title. § 8956. Merger and consolidation of limited liability companies authorized. (a) Domestic surviving or new limited liability company.-- Any two or more domestic limited liability companies, or any two or more foreign limited liability companies, or any one or more domestic limited liability companies and any one or more foreign limited liability companies, may, in the manner provided in this subchapter, be merged into one of the domestic limited liability companies designated in this subchapter as the surviving limited liability company, or consolidated into a new limited liability company to be formed under this chapter, if the foreign limited liability companies are authorized by the laws of the jurisdiction under which they are organized to effect a merger or consolidation with a limited liability company of another jurisdiction. (b) Foreign surviving or new limited liability company.--Any one or more domestic limited liability companies and any one or more foreign limited liability companies may, in the manner provided in this subchapter, be merged into one of the foreign limited liability companies designated in this subchapter as the surviving limited liability company, or consolidated into a new limited liability company to be organized under the laws of the jurisdiction under which one of the foreign limited liability companies is organized, if the laws of that jurisdiction authorize a merger with or consolidation into a limited liability company of another jurisdiction. (c) Business trusts and other associations.--The provisions of this subchapter applicable to domestic and foreign limited liability companies shall also be applicable to a merger or consolidation to which a domestic limited liability company is a party or in which such a company is the resulting entity with or into a domestic or foreign corporation, partnership, business trust or other association. The surviving or resulting entity in such a merger or consolidation may be a corporation, partnership, business trust or other association. Except as otherwise provided by law in this Commonwealth or any other jurisdiction, the powers and duties vested in and imposed upon the managers and members in this subchapter shall be exercised and performed by the group of persons under the direction of whom the business and affairs of the corporation, partnership, business trust or other association are managed and the holders or owners of shares or other interests in the corporation, partnership, business trust or other association, respectively, irrespective of the names by which the managing group and the holders or owners of shares or other interests are designated. The units into which the shares or other interests in the corporation, partnership, business trust or other association are divided shall be deemed to be membership interests for the purposes of applying the provisions of this subchapter to a merger or consolidation involving the corporation, partnership, business trust or other association.