Section 21-174 - Effect of merger(RULLCA 1005)
(a) When a merger becomes effective:(1) the surviving organization continues or comes into existence;(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;(4) 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;(5) 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;(6) 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;(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and(8) 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 sections 21-147 to 21-154;(9) if the surviving organization is created by the merger:(A) if it is a limited liability company, the certificate 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(10) 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, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability.