48-244-104 - Filing and effect of certificate of merger. - Tennessee Statutes

48-244-104. Filing and effect of certificate of merger.

(a)  Effective Date of Merger.  Unless a future effective date or time complying with § 48-247-109(b) is provided in the certificate of merger, in which event the merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of the plan of merger.

(b)  LLC Effect.  The articles of merger as filed with the office of the secretary of state shall act as notice of dissolution and articles of termination for a domestic LLC which is not the surviving or resulting entity in the merger.

(c)  General Effect of Merger.  When any merger shall have become effective under this part:

     (1)  Every entity which is a party to the merger other than the surviving entity ceases to exist;

     (2)  All property, real, personal, tangible and intangible, owned by each of the merged entities vests in the surviving or resulting entity;

     (3)  All obligations and duties of every entity that is a party to the merger become the obligations and duties of the surviving or resulting entity and all liens upon any property of any of the merged business entities shall be preserved unimpaired and may be enforced against the surviving or resulting entity to the same extent as if the debts, liabilities and duties had been incurred or contracted by the surviving or resulting entity;

     (4)  An action or proceeding pending against an entity which is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding;

     (5)  Unless otherwise provided in the certificate of merger or as may be required by applicable law, a domestic entity which is not the surviving or resulting entity in the merger shall not be required to wind up its affairs or pay its liabilities and distribute its assets; and

     (6)  If obligations incurred before the merger by a party to the merger are not able to be satisfied out of the property of the surviving entity, all partners, members or shareholders of such party immediately before the effective date of the merger shall be obligated to contribute to the surviving entity to the extent and in the manner such persons would have been obligated to contribute to such party in the event such obligations of such party could not have been satisfied out of the property of such party.

(d)  Personal Liabilities of a Member.  A member of the surviving LLC is liable for:

     (1)  All obligations of a party to the merger for which the member was personally liable before the merger; and

     (2)  All obligations of the surviving entity incurred after the merger takes effect, to the extent imposed under applicable law or by contract executed by such member.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 69-73.]