§ 1004 — Effect of merger or consolidation

New York § 1004

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 10: Mergers

Text

§ 1004. Effect of merger or consolidation. (a) When any merger or\nconsolidation shall have become effective under this chapter, for all\npurposes of the laws of this state, all of the rights, privileges,\nimmunities, powers and purposes of each of the domestic limited\nliability companies and other business entities that have merged or\nconsolidated, and all property, real, personal and mixed, tangible and\nintangible, and all debts, obligations, liabilities, penalties and\nduties of such domestic limited liability companies and other business\nentities, as well as all other things belonging to each of such domestic\nlimited liability companies and other business entities, shall be vested\nin the surviving or resulting domestic limited liability company or\nother business entity, and shall thereafter be the property of the\nsurviving or resulting domestic limited liability company or other\nbusiness entity as they were of each of the domestic limited liability\ncompanies and other business entities that have merged or consolidated,\nand the title to any real property vested by deed or otherwise, under\nthe laws of this state, in any of such domestic limited liability\ncompanies and other business entities, shall not revert or be in any way\nimpaired by reason of this chapter; but all rights of creditors and all\nliens upon any property of any of such domestic limited liability\ncompanies and other business entities shall be preserved unimpaired, and\nall debts, obligations, liabilities, penalties and duties of each of\nsuch domestic limited liability companies and other business entities\nthat have merged or consolidated shall thenceforth attach to the\nsurviving or resulting domestic limited liability company or other\nbusiness entity and may be enforced against it to the same extent as if\nsuch debts, obligations, liabilities, penalties and duties had been\nincurred or contracted by it.\n (b) When any merger or consolidation shall have become effective under\nthis chapter, no action, suit or proceeding, civil or criminal, then\npending by or against any constituent limited liability company or other\nbusiness entity in its common name shall abate or be discontinued by\nreason of such merger or consolidation, but may be prosecuted by or may\nproceed against such surviving or resulting domestic limited liability\ncompany or other business entity.\n (c) Unless otherwise agreed, a merger or consolidation of a domestic\nlimited liability company, including a domestic limited liability\ncompany that is not the surviving or resulting entity in the merger or\nconsolidation, shall not require such domestic limited liability company\nto wind up its affairs under section seven hundred three of this chapter\nor pay its liabilities and distribute its assets under section seven\nhundred four of this chapter.\n (d) A certificate of merger or consolidation shall act as articles of\ndissolution for a domestic limited liability company that is not the\nsurviving or resulting entity in the merger or consolidation.\n (e) Notwithstanding anything to the contrary contained in an operating\nagreement, an operating agreement containing a specific reference to\nthis subdivision may provide that an agreement of merger or\nconsolidation approved in accordance with subdivision (c) of section ten\nhundred two of this article may (i) effect any amendment to the\noperating agreement or (ii) effect the adoption of a new operating\nagreement for a domestic limited liability company if it is the\nsurviving or resulting domestic limited liability company in the merger\nor consolidation. Any amendment to an operating agreement or adoption of\na new operating agreement made pursuant to the foregoing sentence shall\nbe effective at the effective time or date of the merger or\nconsolidation. The provisions of this subdivision shall not be construed\nto limit the accomplishment of a merger or of any of the matters\nreferred to herein by any other means provided for in an operating\nagreement or other agreement or as otherwise permitted by law, including\nthat the operating agreement of any domestic limited liability company\nto the merger or consolidation (including a domestic limited liability\ncompany formed for the purpose of consummating a merger or\nconsolidation) shall be the operating agreement of the surviving or\nresulting domestic limited liability company.\n