2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8959 - Effect of merger or consolidation.

     § 8959.  Effect of merger or consolidation.
        (a)  Single surviving or new limited liability company.--Upon
     the merger or consolidation becoming effective, the several
     limited liability companies parties to the merger or
     consolidation shall be a single company which, in the case of a
     merger, shall be the company designated in the plan of merger as
     the surviving company and, in the case of a consolidation, shall
     be the new company provided for in the plan of consolidation.
     The separate existence of all companies parties to the merger or
     consolidation shall cease, except that of the surviving company,
     in the case of a merger.
        (b)  Property rights.--All the property, real, personal and
     mixed, of each of the companies parties to the merger or
     consolidation and all debts due on whatever account to any of
     them, as well as all other things and causes of action belonging
     to any of them, shall be deemed to be vested in and shall belong
     to the surviving or new company, as the case may be, without
     further action, and the title to any real estate or any interest
     therein vested in any of the companies shall not revert or be in
     any way impaired by reason of the merger or consolidation. The
     surviving or new company shall thenceforth be responsible for
     all the liabilities of each of the companies so merged or
     consolidated. Liens upon the property of the merging or
     consolidating companies shall not be impaired by the merger or
     consolidation, and any claim existing or action or proceeding
     pending by or against any of the companies may be prosecuted to
     judgment as if the merger or consolidation had not taken place
     or the surviving or new company may be proceeded against or
     substituted in its place.
        (c)  Taxes.--Any taxes, interest, penalties and public
     accounts of the Commonwealth claimed against any of the merging
     or consolidating companies that are settled, assessed or
     determined prior to or after the merger or consolidation shall
     be the liability of the surviving or new company and, together
     with interest thereon, shall be a lien against the property,
     both real and personal, of the surviving or new company.
        (d)  Certificate of organization.--In the case of a merger,
     the certificate of organization of the surviving domestic
     limited liability company, if any, shall be deemed to be amended
     to the extent, if any, that changes in its certificate of
     organization are stated in the plan of merger. In the case of a
     consolidation into a domestic limited liability company, the
     statements that are set forth in the plan of consolidation or
     certificate of organization set forth therein shall be deemed to
     be the certificate of organization of the new limited liability
     company.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b) and (c).