29.17.050 Effects of Merger

A merger has the following effects:

(a) The LLC's that are parties to the plan of merger become a single entity, which shall be the entity designated in the plan of merger as the surviving LLC.

(b) Each party to the plan of merger, except the surviving LLC, ceases to exist.

(c) The surviving LLC possesses all of the rights, privileges, immunities, and powers of each merged LLC and is subject to all of the restrictions, disabilities, and duties of each merged LLC.

(d) All property and all debts, including contributions, and each interest belonging to or owed to each of the parties to the merger are vested in the surviving LLC without further act.

(e) Title to all real estate and any interest in real estate, vested in any party to the merger, does not revert and is not in any way impaired because of the merger.

(f) The surviving LLC has all the liabilities and obligations of each of the parties to the plan of merger and any claim existing or action or proceedings pending by or against any merged LLC may be prosecuted as if the merger had not taken place, or the surviving LLC may be substituted in the action.

(g) The rights of creditors and any liens on the property of any party to the plan of merger survive the merger.

(h) The interests in an LLC that are to be converted or exchanged into interest, cash, obligations, or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger of the rights otherwise provided by law.

(i) The Articles of Organization of the surviving LLC are amended to the extent provided in the Articles of Merger.