(1) When a merger becomes effective: (a) The surviving organization continues or comes into existence; (b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (e) 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; (f) 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; (g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of part 8 of this chapter; (i) If the surviving organization is created by the merger: (i) If it is a limited partnership, the certificate of limited partnership becomes effective; or (ii) If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and (j) If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process at the address required in the articles of merger under section 53-2-1108 (2)(g), Idaho Code.
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