13.1-1073 - Effect of merger.
§ 13.1-1073. Effect of merger.
When a merger takes effect:
1. The separate existence of every domestic limited liability company that isa party to the merger except the surviving domestic limited liabilitycompany, if any, ceases;
2. The title to all real estate and other property owned by each domesticlimited liability company party to the merger is vested in the survivingdomestic or foreign limited liability company, partnership, limitedpartnership, business trust or corporation without reversion or impairment;
3. The surviving domestic or foreign limited liability company, partnership,limited partnership, business trust or corporation has all liabilities ofeach domestic limited liability company party to the merger;
4. A proceeding pending by or against any domestic limited liability companyparty to the merger may be continued as if the merger had not occurred, orthe surviving domestic or foreign limited liability company, partnership,limited partnership, business trust or corporation may be substituted in theproceeding for the domestic limited liability company whose existence ceased;
5. If a domestic limited liability company is the surviving entity of themerger, the articles of organization and operating agreement of that limitedliability company are amended to the extent provided in the plan of merger;and
6. The former holders of membership interests of every domestic limitedliability company party to the merger are entitled only to the rightsprovided in the plan of merger.
(1992, c. 575; 1997, c. 190; 2003, c. 340.)