Maine Revised Statutes Title 31 Sec. 1644 – Effect of merger
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1. Effect of merger. When a merger becomes effective:
A. The surviving organization continues or comes into existence; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
D. 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
E. 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, and the surviving organization may be, but need not be, substituted in the action; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
F. 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; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
H. 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 8; [PL 2011, c. 113, Pt. A, §23 (AMD).]
I. If the surviving organization is created by the merger:
(1) If the surviving organization is a limited liability company, the certificate of formation becomes effective; or
(2) If the surviving organization is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
J. If the surviving organization existed before the merger, any amendments provided for in the statement of merger for the organizational document that created the surviving organization become effective. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
[PL 2011, c. 113, Pt. A, §23 (AMD).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1644
- Certificate of formation: means the certificate described in section 1531, and the certificate as amended or restated. See Maine Revised Statutes Title 31 Sec. 1502
- Constituent limited liability company: means a constituent organization that is a limited liability company. See Maine Revised Statutes Title 31 Sec. 1502
- Constituent organization: means an organization that is party to a merger. See Maine Revised Statutes Title 31 Sec. 1502
- Foreign limited liability company: means an organization that is:
A. See Maine Revised Statutes Title 31 Sec. 1502Foreign organization: means an organization that is formed under the laws of a jurisdiction other than this State. See Maine Revised Statutes Title 31 Sec. 1502 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: means , whether domestic or foreign: a partnership, whether general or limited; a limited liability company; a business trust; an association; a corporation; a professional corporation; a professional association; a nonprofit corporation; a government, including a state, county or any other governmental subdivision, agency or instrumentality; or other entity. See Maine Revised Statutes Title 31 Sec. 1502 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, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1502 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 Maine Revised Statutes Title 31 Sec. 1502
2. Jurisdiction. 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. Service of process on a surviving organization that is a foreign organization and not authorized to conduct business in this State for the purposes of enforcing a debt, obligation or other liability may be made in the same manner and has the same consequences as provided in Title 5, chapter 6?A as if the surviving organization were a foreign limited liability company.
[PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
SECTION HISTORY
PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF). PL 2011, c. 113, Pt. A, §23 (AMD).