Title 17 Corporations, Partnerships and Associations

17-29-1005. Effect of merger.

(a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization; (v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; (vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7 of this chapter; (ix) If the surviving organization is created by the merger: (A) If it is a limited liability company, the articles of organization becomes effective; or (B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.