A merger or consolidation changes the surviving or new entity’s legal status, transfers assets and liabilities, and limits former holders to the rights in the merger or consolidation agreement or otherwise provided by law.
§1361. Effects of merger or consolidation A. Consummation of a merger or consolidation has the effects provided in this Section: (1) The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation. (2) The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease. (3) The surviving entity or the new entity shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity. (4) All property, movable, immovable, and mixed, and all debts due on whatever account, including promises to make capital contributions, subscriptions for shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity or the new entity without further act or deed. (5) The title to all immovables and any interest therein vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation. (6) The surviving entity or the new entity shall thenceforth be responsible and liable for all liabilities and obligations of each of the constituent entities so merged or consolidated. Any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving entity or the new entity may be substituted in the action. (7) Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation. (8) In the case of a merger, the articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the surviving entity shall be amended to the extent provided in the certificate of merger. (9) In the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership, as the case may be, of the new entity shall be deemed to be the original articles of organization, articles or certificate of incorporation, or certificate, articles or agreement of partnership, partnership in commendam, or limited partnership of the new entity. (10) The membership interests in a limited liability company, shares or other interests in a corporation, or interests in a partnership, limited partnership, or partnership in commendam that is a constituent entity, as the case may be, which are to be converted or exchanged into interests, shares, other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law. B. Nothing in this Chapter shall abridge or impair any dissenter's or appraisal rights that may otherwise be available to the members, shareholders, or other holders of an interest in any constituent entity. Acts 1992, No. 780, §2, eff. July 7, 1992.