Vermont Statutes Title 11 Sec. 4151
Terms Used In Vermont Statutes Title 11 Sec. 4151
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Constituent limited liability company: means a constituent organization that is a limited liability company. See
- Constituent organization: means an organization that is party to a merger. See
- Document: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See
- Entity: means a person other than an individual. See
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organization:
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See
- Surviving organization: means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. See
§ 4151. 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, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued 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 limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 7 of this chapter;
(9) if the surviving organization is created by the merger:
(A) if it is a limited liability company, the certificate of organization becomes effective; or
(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the 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 debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.
(2) A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) Service on the Secretary of State under this subsection shall be made in the same manner and has the same consequences as in subsections 4010(c) and (d) of this title. (Added 2015, No. 17, § 2.)