[§428-906] Effect of merger. (a) When a merger takes effect:
(1) The separate existence of each entity that is a party to the merger, other than the surviving company, terminates;
(2) All property owned by each of the entities that are parties to the merger vests in the surviving company;
(3) All debts, liabilities, and other obligations of each entity that is a party to the merger become the obligations of the surviving company;
(4) An action or proceeding pending by or against an entity that is party to a merger may be continued as if the merger had not occurred or the surviving company may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all rights, privileges, immunities, powers, and purposes of every entity that is a party to a merger become vested in the surviving company.
(b) If the surviving foreign limited liability company 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 of process may be made upon the surviving foreign limited liability company by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving company at the address set forth in the articles of merger. Service is effected under this subsection 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) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A member of the surviving limited liability company shall be liable for all obligations of a party to the merger for which the member was personally liable prior to the merger.
(d) 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 chapter or pay its liabilities and distribute its assets pursuant to this chapter.
(e) Articles of merger shall serve as articles of termination for a limited liability company that is not the surviving company in the merger. [L 1996, c 92, pt of §1]