8959 - Effect of merger or consolidation.
§ 8959. Effect of merger or consolidation. (a) Single surviving or new limited liability company.--Upon the merger or consolidation becoming effective, the several limited liability companies parties to the merger or consolidation shall be a single company which, in the case of a merger, shall be the company designated in the plan of merger as the surviving company and, in the case of a consolidation, shall be the new company provided for in the plan of consolidation. The separate existence of all companies parties to the merger or consolidation shall cease, except that of the surviving company, in the case of a merger. (b) Property rights.--All the property, real, personal and mixed, of each of the companies parties to the merger or consolidation and all debts due on whatever account to any of them, as well as all other things and causes of action belonging to any of them, shall be deemed to be vested in and shall belong to the surviving or new company, as the case may be, without further action, and the title to any real estate or any interest therein vested in any of the companies shall not revert or be in any way impaired by reason of the merger or consolidation. The surviving or new company shall thenceforth be responsible for all the liabilities of each of the companies so merged or consolidated. Liens upon the property of the merging or consolidating companies shall not be impaired by the merger or consolidation, and any claim existing or action or proceeding pending by or against any of the companies may be prosecuted to judgment as if the merger or consolidation had not taken place or the surviving or new company may be proceeded against or substituted in its place. (c) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against any of the merging or consolidating companies that are settled, assessed or determined prior to or after the merger or consolidation shall be the liability of the surviving or new company and, together with interest thereon, shall be a lien against the property, both real and personal, of the surviving or new company. (d) Certificate of organization.--In the case of a merger, the certificate of organization of the surviving domestic limited liability company, if any, shall be deemed to be amended to the extent, if any, that changes in its certificate of organization are stated in the plan of merger. In the case of a consolidation into a domestic limited liability company, the statements that are set forth in the plan of consolidation or certificate of organization set forth therein shall be deemed to be the certificate of organization of the new limited liability company. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c).