South Dakota § 47-34A-905 - Effect of merger.

§ 47-34A-905. 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, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;

(5)    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;

(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 for the purposes of §§ 47-34A-801 to 47-34A-812, inclusive;

(9)    If the surviving organization is created by the merger:

(A)    If it is a limited liability company, the certificate 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

(10)    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, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. 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. Service on the secretary of state under this subsection must be made in the same manner as in § 47-34A-206.

Source: SL 1998, ch 272, § 905; SL 2013, ch 233, § 19.