Michigan Laws 450.4704 – Merger; provisions
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When a merger takes effect, all of the following apply:
(a) Every other constituent company merges into the surviving company and the separate existence of every constituent company except the surviving company ceases.
Terms Used In Michigan Laws 450.4704
- Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
- Constituent: means a party to a plan of merger, including the survivor. See Michigan Laws 450.4102
- Deed: The legal instrument used to transfer title in real property from one person to another.
- interest: means a member's rights in the limited liability company, including, but not limited to, any right to receive distributions of the limited liability company's assets and any right to vote or participate in management. See Michigan Laws 450.4102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(b) All property, real, personal, and mixed, all debts due on whatever account, including promises to make contributions, all other choses in action, and any other interest of or belonging to or due to each constituent company are vested in the surviving company without further act or deed and without reversion or impairment.
(c) The surviving company may use the name and the assumed names of any constituent company, if the filings required under section 206(6) and (7) are made.
(d) The surviving company has all of the liabilities of each constituent company.
(e) A proceeding pending against any constituent company may be continued as if the merger had not occurred or the surviving company may be substituted in the proceeding for the limited liability company whose existence ceased.
(f) The articles of organization of the surviving company are amended to the extent provided in the certificate of merger.
(g) The membership interests in each constituent company are converted into membership interests in the surviving company, cash, or other property as provided in the plan of merger.