§ 57C-9A-23. Effects of merger. - North Carolina Statutes

§ 57C‑9A‑23. Effects of merger.

(a)        When the mergertakes effect:

(1)        Each other mergingbusiness entity merges into the surviving business entity, and the separateexistence of each merging business entity except the surviving business entityceases;

(2)        The title to allreal estate and other property owned by each merging business entity is vestedin the surviving business entity without reversion or impairment;

(3)        The survivingbusiness entity has all liabilities of each merging business entity;

(4)        A proceeding pendingby or against any merging business entity may be continued as if the merger didnot occur, or the surviving business entity may be substituted in theproceeding for a merging business entity whose separate existence ceases in themerger;

(5)        If a domesticlimited liability company is the surviving business entity, its articles oforganization shall be amended to the extent provided in the articles of merger;

(6)        The interests ineach merging business entity that are to be converted into interests,obligations, or securities of the surviving business entity or into the rightto receive cash or other property are thereupon so converted, and the formerholders of the interests are entitled only to the rights provided to them inthe plan of merger or, in the case of former holders of shares in a domesticcorporation, any rights they may have under Article 13 of Chapter 55 of theGeneral Statutes; and

(7)        If the survivingbusiness entity is not a domestic corporation, the surviving business entity isdeemed to agree that it will promptly pay to the dissenting shareholders of anymerging domestic corporation the amount, if any, to which they are entitledunder Article 13 of Chapter 55 of the General Statutes and otherwise to complywith the requirements of Article 13 as if it were a surviving domesticcorporation in the merger.

The merger shall not affectthe liability or absence of liability of any holder of an interest in a mergingbusiness entity for any acts, omissions, or obligations of any merging businessentity made or incurred prior to the effectiveness of the merger. The cessationof separate existence of a merging business entity in the merger shall notconstitute a dissolution or termination of that merging business entity.

(b)        If the survivingbusiness entity is not a domestic limited liability company, a domesticcorporation, a domestic nonprofit corporation, or a domestic limitedpartnership, when the merger takes effect the surviving business entity isdeemed:

(1)        To agree that it maybe served with process in this State in any proceeding for enforcement of (i)any obligation of any merging domestic limited liability company, domesticcorporation, domestic nonprofit corporation, domestic limited partnership, orother partnership as defined in G.S. 59‑36 that is formed under the lawsof this State, (ii) the rights of dissenting shareholders of any mergingdomestic corporation under Article 13 of Chapter 55 of the General Statutes,and (iii) any obligation of the surviving business entity arising from themerger; and

(2)        To have appointedthe Secretary of State as its registered agent for service of process in anysuch proceeding. Service on the Secretary of State of any such process shall bemade by delivering to and leaving with the Secretary of State, or with anyclerk authorized by the Secretary of State to accept service of process,duplicate copies of such process and the fee required by G.S. 57C‑1‑22(b).Upon receipt of service of process on behalf of a surviving business entity inthe manner provided for in this section, the Secretary of State shallimmediately mail a copy of the process by registered or certified mail, returnreceipt requested, to the surviving business entity. If the surviving businessentity is authorized to transact business or conduct affairs in this State, theaddress for mailing shall be its principal office designated in the latestdocument filed with the Secretary of State that is authorized by law todesignate the principal office or, if there is no principal office on file, itsregistered office. If the surviving business entity is not authorized totransact business or conduct affairs in this State, the address for mailingshall be the mailing address designated pursuant to G.S. 57C‑9A‑22(a)(3).(1999‑369,s. 3.7; 1999‑456, s. 52(b); 2000‑140, s. 51; 2001‑387, s. 99;2005‑268, s. 51; 2007‑385, s. 4.)