LD 2290
pg. 26
Page 25 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 27 of 31
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LR 3693
Item 1

 
is the limited liability company or other business entity
designated in the plan of merger as the survivor, and in the case
of a consolidation is the new resulting limited liability company
or other business entity provided for in the plan of consolidation.

 
2. Separate existence ceases. The separate existence of each
party to the merger or consolidation agreement, except for the
surviving or new resulting limited liability company or other
business entity, ceases.

 
3. Rights and restrictions on surviving or resulting limited
liability company or other business entity. The surviving or new
resulting limited liability company or other business entity
possesses all the rights, privileges, immunities and, powers and
franchises of each constituent limited liability company or other
business entity and is subject to all the restrictions,
disabilities and duties of each of the parties to the extent that
those rights, privileges, immunities, powers, franchises,
restrictions, disabilities and duties are applicable.

 
4. Interests of constituent limited liability companies or
other business entities. All property, real, personal and mixed
and all debts due, including promises to make capital
contributions and subscriptions for shares or interests, and all
other choses in action and all other interests of or belonging
to or due to each of the constituent entities vest in the
surviving or new resulting limited liability company or other
business entity without further act or deed.

 
5. Real estate titles do not revert. The title to all real
estate and any interest in real estate vested in a constituent
limited liability company or other business entity do not revert
and are not in any way impaired by reason of the merger or
consolidation.

 
6. Liabilities and obligations. The surviving or new
resulting limited liability company or other business entity is
liable for all liabilities and obligations of each of the
constituent limited liability companies or other business
entities so merged or consolidated and any claim existing or
action or proceeding pending by or against a constituent limited
liability company or other business entity may be prosecuted as
if the merger or consolidation had not taken place or the
surviving or new resulting limited liability company or other
business entity may be substituted in the action.

 
7. Impairment of creditor's rights or liens. Neither the
rights of creditors nor any liens on the property of a
constituent limited liability company or other business entity
are impaired by the merger or consolidation.


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