(805 ILCS 180/37-30)
Sec. 37-30. Effect of merger.
(a) When a merger takes effect:
(1) the separate existence of each limited liability
company and other entity that is a party to the merger, other than the surviving entity, terminates;
(2) all property owned by each of the limited
liability companies and other entities that are party to the merger vests in the surviving entity;
(3) all debts, liabilities, and other obligations of
each limited liability company and other entity that is party to the merger become the obligations of the surviving entity;
(4) an action or proceeding pending by or against a
limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) except as prohibited by other law, all the
rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity.
(b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office. Service is effected under this subsection (b) at the earliest of:
(1) the date the company receives the process,
notice, or demand;
(2) the date shown on the return receipt, if signed
on behalf of the company; or
(3) 5 days after its deposit in the mail, if mailed
postpaid and correctly addressed.
(c) Service under subsection (b) of this Section shall be made by the person instituting the action by doing all of the following:
(1) Serving on the Secretary of State, or on any
employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.
(2) Transmitting notice of the service on the
Secretary of State and a copy of the process, notice, or demand and accompanying papers to the surviving entity being served, by registered or certified mail at the address set forth in the articles of merger.
(3) Attaching an affidavit of compliance with this
Section, in substantially the form that the Secretary of State may by rule prescribe, to the process, notice, or demand.
(d) Nothing contained in this Section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company in any other manner now or hereafter permitted by law.
(e) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.
(f) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this Act or pay its liabilities and distribute its assets under this Act.
(Source: P.A. 90-424, eff. 1-1-98.)
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Last modified: February 18, 2015