When a merger becomes effective: The surviving company shall continue or come into existence; Each constituent company that merges into the surviving company shall cease to exist as a separate entity; All property owned by each constituent company that ceases to exist shall vest in the surviving company; All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company; An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred; Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company; Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter ; If the surviving company is created by the merger, the certificate of organization shall become effective; and If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective. A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12 .
‹ Prev All District Of Columbia sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.