Oregon Statutes 63.497 – Effect of merger
(1) When a merger involving a limited liability company takes effect:
Terms Used In Oregon Statutes 63.497
- Appraisal: A determination of property value.
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Oregon Statutes 63.001
- Proceeding: means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal. See Oregon Statutes 63.001
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;
(b) Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;
(c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;
(d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;
(e) If a limited liability company is the surviving business entity, its articles of organization are amended to the extent provided in the plan of merger;
(f) The ownership interests of each owner that are to be converted into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity that is a party to the merger shall be determined:
(A) As to liabilities incurred by the business entity prior to merger, according to the laws applicable prior to merger; and
(B) As to liabilities incurred by the business entity after merger, according to the laws applicable after merger, except as provided in paragraph (h) of this subsection;
(h) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership and was personally liable for the business entity’s liabilities, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s liabilities incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and
(i) The registration of an assumed business name of a business entity under ORS Chapter 648 shall not be affected by the merger.
(2) Owners of the business entities that are parties to the merger are entitled to:
(a) In the case of members of limited liability companies, only the rights provided in the articles of merger; and
(b) In the case of owners of business entities other than limited liability companies, the rights provided in the statutes applicable to the business entity prior to merger, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1993 c.173 § 93; 1999 c.362 § 39]
[1993 c.173 § 94; repealed by 1999 c.362 § 67]
DISSOLUTION
(Generally)