§ 17-29-1005 — Effect of merger

Wyoming § 17-29-1005

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 10: MERGER, CONVERSION, CONTINUANCE, TRANSFER AND

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(a) When a merger becomes effective:
(i) The surviving organization continues or comes
into existence;
(ii) Each constituent organization that merges into
the surviving organization ceases to exist as a separate entity;
(iii) All property owned by each constituent
organization that ceases to exist vests in the surviving
organization;
(iv) 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;
(v) 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;
(vi) 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;
(vii) Except as otherwise provided in the plan of
merger, the terms and conditions of the plan of merger take
effect;
(viii) 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
article 7 of this chapter;
(ix) If the surviving organization is created by the
merger:
(A) If it is a limited liability company, the
articles 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
(x) 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) 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. 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.