Vermont § 4151 - Effect of merger

§ 4151. 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 subchapter
  7 of this chapter; (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)(1) 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. (2) 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. (3) Service on the Secretary of State under this subsection shall be made in the same
  manner and has the same consequences as in subsections 4010(c) and (d) of this title. (Added 2015, No. 17, § 2.)