(1) When a merger involving a limited liability company takes effect:
(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;
(b) Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;
(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;
(d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;
(e) If a limited liability company is the surviving business entity, its articles of organization are amended to the extent provided in the plan of merger;
(f) The ownership interests of each owner that are to be converted into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity that is a party to the merger shall be determined:
(A) As to liabilities incurred by the business entity prior to merger, according to the laws applicable prior to merger; and
(B) As to liabilities incurred by the business entity after merger, according to the laws applicable after merger, except as provided in paragraph (h) of this subsection;
(h) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership and was personally liable for the business entity’s liabilities, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s liabilities incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and
(i) The registration of an assumed business name of a business entity under ORS chapter 648 shall not be affected by the merger.
(2) Owners of the business entities that are parties to the merger are entitled to:
(a) In the case of members of limited liability companies, only the rights provided in the articles of merger; and
(b) In the case of owners of business entities other than limited liability companies, the rights provided in the statutes applicable to the business entity prior to merger, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1993 c.173 §93; 1999 c.362 §39]
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