N.Y. Limited Liability Company Law § 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.