{"data":{"id":"us-ne/neb.-rev.-stat.-21-174","jurisdiction":"us-ne","citation":"Neb. Rev. Stat. § 21-174","heading":"Neb. Rev. Stat. § 21-174","body":"(RULLCA 1005) (a) When a merger becomes effective:\n\n(1) the surviving organization continues or comes into existence;\n\n(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;\n\n(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;\n\n(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;\n\n(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;\n\n(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;\n\n(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and\n\n(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 sections 21-147 to 21-154 ;\n\n(9) if the surviving organization is created by the merger:\n\n(A) if it is a limited liability company, the certificate of organization becomes effective; or\n\n(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and\n\n(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.\n\n(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.","path":["NE Code","Chapter 21"],"source_url":"https://nebraskalegislature.gov/laws/statutes.php?statute=21-174","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:21Z","sha256":"7f23181ed942b5db5dbd516ff79e23a52007db54d35e239a16b54639cf2a030e","source_id":"us-ne","stale":false,"prev":"us-ne/neb.-rev.-stat.-21-1738","next":"us-ne/neb.-rev.-stat.-21-1740"},"notice":"GroundRules: Original legal text. Not legal advice."}