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2017 Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 32 - Small Business Entity Tax Pass Through Act
Subchapter 12 - Conversion and Merger
§ 4-32-1209. Effect of merger
Universal Citation: AR Code § 4-32-1209 (2017)
- (a) When a merger becomes effective:
- (1) The surviving organization continues or comes into existence;
- (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
- (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
- (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
- (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
- (6) 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;
- (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
- (8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company under § 4-32-901 et seq.; and
- (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
- (b)
- (1) 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.
- (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:
- (A) Fails to appoint an agent for service of process under § 4-20-112;
- (B) No longer has an agent for service of process; or
- (C) Has an agent for service of process that cannot with reasonable diligence be served.
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