2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 1005 (Effective 07/01/12) Effect of merger.

48-3-1005 (Effective 07/01/12). Effect of merger.
(1) When a merger becomes effective:
(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, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities 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; and
(h) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Part 7, Dissolution and Winding Up;
(i) if the surviving organization is created by the merger:
(A) if it is a limited liability company, the certificate of organization becomes effective; or
(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(j) if the surviving organization preexisted 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 debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process at the address required in the articles of merger under Subsection 48-3-1004(2)(g).