Montana Code 35-12-1514. Effect of merger
35-12-1514. Effect of merger. (1) When a merger becomes effective:
Terms Used In Montana Code 35-12-1514
- Constituent organization: means an organization that is party to a merger. See Montana Code 35-12-1501
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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.
- Organization: means a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; a limited liability company; a business trust; a corporation; or any other person having a governing statute. See Montana Code 35-12-1501
- Organizational document: means :
(a)for a domestic or foreign general partnership, its partnership agreement;
(b)for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(c)for a domestic or foreign limited liability company, its articles of organization and operating agreement or comparable records as provided in its governing statute;
(d)for a business trust, its agreement of trust and declaration of trust;
(e)for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders that are authorized by its governing statute or comparable records as provided in its governing statute; and
(f)for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. See Montana Code 35-12-1501
- 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.
- Property: means real and personal property. See Montana Code 1-1-205
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Surviving organization: means an organization into which one or more other organizations are merged. See Montana Code 35-12-1501
(a)the surviving organization continues or comes into existence;
(b)each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c)all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(d)all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(e)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;
(f)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;
(g)except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(h)except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of chapter 12;
(i)if the surviving organization is created by the merger:
(i)if it is a limited partnership, the certificate of limited partnership becomes effective; or
(ii)if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(j)if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(2)A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. 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 an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in 35-7-113.