2023 New York Laws › LLC - Limited Liability Company Law › Article 10 - Mergers › 1004 - Effect of Merger or Consolidation.

§  1004.  Effect  of  merger  or consolidation. (a) When any merger or
consolidation shall have become effective under this  chapter,  for  all
purposes  of  the  laws  of  this  state, all of the rights, privileges,
immunities,  powers  and  purposes  of  each  of  the  domestic  limited
liability  companies  and  other  business  entities that have merged or
consolidated, and all property, real, personal and mixed,  tangible  and
intangible,  and  all  debts,  obligations,  liabilities,  penalties and
duties of such domestic limited liability companies and  other  business
entities, as well as all other things belonging to each of such domestic
limited liability companies and other business entities, shall be vested
in  the  surviving  or  resulting  domestic limited liability company or
other business entity, and shall  thereafter  be  the  property  of  the
surviving  or  resulting  domestic  limited  liability  company or other
business entity as they were of each of the domestic  limited  liability
companies  and other business entities that have merged or consolidated,
and the title to any real property vested by deed  or  otherwise,  under
the  laws  of  this  state,  in  any  of such domestic limited liability
companies and other business entities, shall not revert or be in any way
impaired by reason of this chapter; but all rights of creditors and  all
liens  upon  any  property  of  any  of  such domestic limited liability
companies and other business entities shall be preserved unimpaired, and
all debts, obligations, liabilities, penalties and  duties  of  each  of
such  domestic  limited  liability companies and other business entities
that have  merged  or  consolidated  shall  thenceforth  attach  to  the
surviving  or  resulting  domestic  limited  liability  company or other
business entity and may be enforced against it to the same extent as  if
such  debts,  obligations,  liabilities,  penalties  and duties had been
incurred or contracted by it.
(b) When any merger or consolidation shall have become effective under
this chapter, no action, suit or proceeding,  civil  or  criminal,  then
pending by or against any constituent limited liability company or other
business  entity  in  its  common name shall abate or be discontinued by
reason of such merger or consolidation, but may be prosecuted by or  may
proceed  against  such surviving or resulting domestic limited liability
company or other business entity.
(c) Unless otherwise agreed, a merger or consolidation of  a  domestic
limited  liability  company,  including  a  domestic  limited  liability
company that is not the surviving or resulting entity in the  merger  or
consolidation, shall not require such domestic limited liability company
to wind up its affairs under section seven hundred three of this chapter
or  pay  its  liabilities  and distribute its assets under section seven
hundred four of this chapter.
(d) A certificate of merger or consolidation shall act as articles  of
dissolution  for  a  domestic  limited liability company that is not the
surviving or resulting entity in the merger or consolidation.
(e) Notwithstanding anything to the contrary contained in an operating
agreement, an operating agreement containing  a  specific  reference  to
this   subdivision   may   provide   that  an  agreement  of  merger  or
consolidation approved in accordance with subdivision (c) of section ten
hundred two of  this  article  may  (i)  effect  any  amendment  to  the
operating  agreement  or  (ii)  effect  the  adoption of a new operating
agreement for  a  domestic  limited  liability  company  if  it  is  the
surviving  or resulting domestic limited liability company in the merger
or consolidation. Any amendment to an operating agreement or adoption of
a new operating agreement made pursuant to the foregoing sentence  shall
be   effective   at  the  effective  time  or  date  of  the  merger  or
consolidation. The provisions of this subdivision shall not be construed
to limit the accomplishment of  a  merger  or  of  any  of  the  matters

referred  to  herein  by  any  other  means provided for in an operating
agreement or other agreement or as otherwise permitted by law, including
that the operating agreement of any domestic limited  liability  company
to  the  merger or consolidation (including a domestic limited liability
company  formed  for  the  purpose   of   consummating   a   merger   or
consolidation)  shall  be  the  operating  agreement of the surviving or
resulting domestic limited liability company.