2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 29 - Wyoming Limited Liability Company Act
Article 10 - Merger, Conversion, Continuance, Transfer and Domestication
Section 17-29-1005 - Effect of Merger.
17-29-1005. Effect of merger.
(a) When a merger becomes effective:
(i) The surviving organization continues or comes into existence;
(ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(iv) 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;
(v) 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;
(vi) 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;
(vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(viii) 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 article 7 of this chapter;
(ix) If the surviving organization is created by the merger:
(A) If it is a limited liability company, the articles 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
(x) 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.
(b) 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. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.
