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4-37-607. Effect of merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-607. Effect of merger.
When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-32-1209:
(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger:
(A) is a relocated protected series or continuing protected series; or
(B) is dissolved, wound up, and terminated;
(2) any protected series to be established as a result of the merger is established;
(3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
(4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
(5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
(6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
(7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
(8) if provided in the plan of merger:
(A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
(B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger;
(C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocate
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-607
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-37-607
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: a818e529e44f0bfcda58ecc5a972c11cab7431632a24c09efc6a3a22ca0d154c
Source location: content.xml paragraph 25412
Stored source content
4-37-607. Effect of merger.
When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-32-1209:
(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger:
(A) is a relocated protected series or continuing protected series; or
(B) is dissolved, wound up, and terminated;
(2) any protected series to be established as a result of the merger is established;
(3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
(4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
(5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
(6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
(7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
(8) if provided in the plan of merger:
(A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
(B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger;
(C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and
(D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and
(9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1209. Effect of merger.
(a) When a merger becomes effective:
(1) The surviving organization continues or comes into existence;
(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
(6) 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;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company under § 4-32-901 et seq.; and
(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
(b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.
(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:
(A) F
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1209
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-1209. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-604. Merger authorized — Parties restricted.
A series limited liability company may be party to a merger in accordance with § 4-32-1206, this section, and § 4-37-605 through 4-37-608 only if:
(1) each other party to the merger is a domestic limited liability company; and
(2) the surviving company is not created in the merger.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-604
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-37-604. This identifies an authority to review, not proof of applicability.