2019 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 2 - Formation, Certificate of Formation.
§ 79-29-227. Effect of merger

Universal Citation: MS Code § 79-29-227 (2019)
  • (1) When a merger becomes effective:

    • (a) The entity that is designated in the agreement of merger as the survivor continues or comes into existence, as the case may be;

    • (b) The separate existence of every entity that is merged into the survivor ceases;

    • (c) All property owned by, and every contract right possessed by, each entity that merges into the survivor is vested in the survivor without reversion or impairment;

    • (d) All liabilities of each entity that is merged into the survivor are vested in the survivor;

    • (e) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

    • (f) The organizational documents of the survivor are amended to the extent provided in the agreement of merger;

    • (g) The organizational documents of a survivor that is created by the merger become effective; and

    • (h) The interests in an entity that is a party to a merger that are to be converted under the agreement of merger into shares interests, obligations, rights to acquire securities, other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such interests are entitled only to the rights provided to them in the agreement of merger or to any rights they may have under Section 79-29-231.

  • (2) Any member or owner of a financial interest of a domestic limited liability company that is a party to a merger who, prior to the merger, was liable for the liabilities or obligations of such limited liability company shall not be released from such liabilities or obligations by reason of the merger.

  • (3) Upon a merger becoming effective, a foreign entity that is the survivor of the merger is deemed to:

    • (a) Appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of the members and owners of a financial interest of each domestic limited liability company that is a party to the merger who exercise appraisal rights; and

    • (b) Agree that it will promptly pay the amount, if any, to which such members and owners of a financial interest are entitled under Section 79-29-231.

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