N.Y.
Limited Liability Company Law Section 1004
Effect of merger or consolidation
(a)
When any merger or consolidation shall have become effective under this chapter, for all purposes of the laws of this state, all of the rights, privileges, immunities, powers and purposes of each of the domestic limited liability companies and other business entities that have merged or consolidated, and all property, real, personal and mixed, tangible and intangible, and all debts, obligations, liabilities, penalties and duties of such domestic limited liability companies and other business entities, as well as all other things belonging to each of such domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any of such domestic limited liability companies and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of such domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, obligations, liabilities, penalties and duties of each of such domestic limited liability companies and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic limited liability company or other business entity and may be enforced against it to the same extent as if such debts, obligations, liabilities, penalties and duties had been incurred or contracted by it.(b)
When any merger or consolidation shall have become effective under this chapter, no action, suit or proceeding, civil or criminal, then pending by or against any constituent limited liability company or other business entity in its common name shall abate or be discontinued by reason of such merger or consolidation, but may be prosecuted by or may proceed against such surviving or resulting domestic limited liability company or other business entity.(c)
Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under § 703 (Winding up)section seven hundred three of this chapter or pay its liabilities and distribute its assets under § 704 (Distribution of assets)section seven hundred four of this chapter.(d)
A certificate of merger or consolidation shall act as articles of dissolution for a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation.(e)
Notwithstanding anything to the contrary contained in an operating agreement, an operating agreement containing a specific reference to this subdivision may provide that an agreement of merger or consolidation approved in accordance with subdivision (c) of § 1002 (Procedures for merger or consolidation)section ten hundred two of this article may (i) effect any amendment to the operating agreement or (ii) effect the adoption of a new operating agreement for a domestic limited liability company if it is the surviving or resulting domestic limited liability company in the merger or consolidation. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this subdivision shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of any domestic limited liability company to the merger or consolidation (including a domestic limited liability company formed for the purpose of consummating a merger or consolidation) shall be the operating agreement of the surviving or resulting domestic limited liability company.
Source:
Section 1004 — Effect of merger or consolidation, https://www.nysenate.gov/legislation/laws/LLC/1004 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
