§ 13.1-1073. Effect of merger
When a merger takes effect:
1. The separate existence of every domestic limited liability company that is a party to the merger except the surviving domestic limited liability company, if any, ceases;
2. The title to all real estate and other property owned by each domestic limited liability company party to the merger is vested in the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation without reversion or impairment;
3. The surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation has all liabilities of each domestic limited liability company party to the merger;
4. A proceeding pending by or against any domestic limited liability company party to the merger may be continued as if the merger had not occurred, or the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation may be substituted in the proceeding for the domestic limited liability company whose existence ceased;
5. If a domestic limited liability company is the surviving entity of the merger, the articles of organization and operating agreement of that limited liability company are amended to the extent provided in the plan of merger; and
6. The former holders of membership interests of every domestic limited liability company party to the merger are entitled only to the rights provided in the plan of merger.
(1992, c. 575; 1997, c. 190; 2003, c. 340.)
Sections: Previous 13.1-1067 13.1-1067.1 13.1-1068 13.1-1069 13.1-1070 13.1-1071 13.1-1072 13.1-1073 13.1-1074 13.1-1075 13.1-1076 13.1-1077 13.1-1078 13.1-1079 13.1-1080 NextLast modified: April 2, 2009