Section 4-46-909 - Effect of merger

(a) When a merger becomes effective:(1) The surviving organization continues or comes into existence;(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;(8) Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership under § 4-46-801 et seq.; and(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving

ceases to exist, the merger does not dissolve the partnership under § 4-46-801 et seq.; and(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.(b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation.(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112;(B) No longer has an agent for service of process; or(C) Has an agent for service of process that cannot with reasonable diligence be served.Acts 2009, No. 408, § 6.