2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8956 - Merger and consolidation of limited liability companies authorized.

                               SUBCHAPTER G
                        MERGERS AND CONSOLIDATIONS

     Sec.
     8956.  Merger and consolidation of limited liability companies
            authorized.
     8957.  Approval of merger or consolidation.
     8958.  Certificate of merger or consolidation.
     8959.  Effect of merger or consolidation.

        Cross References.  Subchapter G is referred to in section
     8962 of this title.
     § 8956.  Merger and consolidation of limited liability companies
                authorized.
        (a)  Domestic surviving or new limited liability company.--
     Any two or more domestic limited liability companies, or any two
     or more foreign limited liability companies, or any one or more
     domestic limited liability companies and any one or more foreign
     limited liability companies, may, in the manner provided in this
     subchapter, be merged into one of the domestic limited liability
     companies designated in this subchapter as the surviving limited
     liability company, or consolidated into a new limited liability
     company to be formed under this chapter, if the foreign limited
     liability companies are authorized by the laws of the
     jurisdiction under which they are organized to effect a merger
     or consolidation with a limited liability company of another
     jurisdiction.
        (b)  Foreign surviving or new limited liability company.--Any
     one or more domestic limited liability companies and any one or
     more foreign limited liability companies may, in the manner
     provided in this subchapter, be merged into one of the foreign
     limited liability companies designated in this subchapter as the
     surviving limited liability company, or consolidated into a new
     limited liability company to be organized under the laws of the
     jurisdiction under which one of the foreign limited liability
     companies is organized, if the laws of that jurisdiction
     authorize a merger with or consolidation into a limited
     liability company of another jurisdiction.
        (c)  Business trusts and other associations.--The provisions
     of this subchapter applicable to domestic and foreign limited
     liability companies shall also be applicable to a merger or
     consolidation to which a domestic limited liability company is a
     party or in which such a company is the resulting entity with or
     into a domestic or foreign corporation, partnership, business
     trust or other association. The surviving or resulting entity in
     such a merger or consolidation may be a corporation,
     partnership, business trust or other association. Except as
     otherwise provided by law in this Commonwealth or any other
     jurisdiction, the powers and duties vested in and imposed upon
     the managers and members in this subchapter shall be exercised
     and performed by the group of persons under the direction of
     whom the business and affairs of the corporation, partnership,
     business trust or other association are managed and the holders
     or owners of shares or other interests in the corporation,
     partnership, business trust or other association, respectively,
     irrespective of the names by which the managing group and the
     holders or owners of shares or other interests are designated.
     The units into which the shares or other interests in the
     corporation, partnership, business trust or other association
     are divided shall be deemed to be membership interests for the
     purposes of applying the provisions of this subchapter to a
     merger or consolidation involving the corporation, partnership,
     business trust or other association.