Section 347.133

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 24 Jun 1997, see footnote   

  347.133.  Consummation of merger or consolidation, effects — required filings. — Consummation of a merger or consolidation shall have the following effects:

  (1)  The separate existence of each party to the merger or consolidation, except the surviving entity, ceases;

  (2)  The assets of each party to the merger or consolidation, including any legacies that it would have been capable of taking, transfer to, vest in and devolve on the surviving entity without further act or deed.  Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the agreement of merger or consolidation by its last acting members or managers, authorized officers or other authorized agents or by the appropriate members, managers, authorized officers or other authorized agents of the surviving entity;

  (3)  The surviving entity is liable for all the debts and obligations of each nonsurviving party to the merger or consolidation.  Any existing claim, action or proceeding pending by or against any nonsurviving party to the merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the surviving entity or any party, the surviving entity may be substituted as a party to the claim, action or proceeding.  A judgment against the nonsurviving party to the merger or consolidation constitutes a lien on the surviving entity;

  (4)  A merger or consolidation does not impair the rights of creditors or any liens on the property of any foreign or domestic person party to the merger or consolidation;

  (5)  In the case of a merger, the articles of organization of any surviving domestic limited liability company shall be amended to the extent provided in the notice of merger and the articles of organization of each other domestic limited liability company shall be deemed cancelled by the filing of the notice of merger by the secretary of state;

  (6)  In the case of a consolidation, the statements set forth in the agreement or articles of consolidation and which are required or permitted to be set forth in the organizational documents of the new entity shall be deemed to be the original organizational documents of the new entity and the organizational documents of each other domestic constituent entity shall be deemed cancelled by the filing of the notice of consolidation by the secretary of state; and

  (7)  The interests in each limited liability company party to the merger or consolidation that are to be converted or exchanged into interests, cash, obligations or other property pursuant to the terms of the agreement of merger or consolidation shall be so converted or exchanged.  The former holders of such interests, cash, obligations or other property shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.

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(L. 1993 S.B. 66 & 20 § 359.784, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)