{"data":{"id":"us-sd/sdcl-47-34a-905","jurisdiction":"us-sd","citation":"SDCL § 47-34A-905","heading":"Effect of merger.","body":"(a) When a merger becomes effective:\n(1) The surviving organization continues or comes into existence;\n(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;\n(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;\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(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(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(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;\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 §§ 47-34A-801 to 47-34A-812, inclusive;\n(9) If the surviving organization is created by the merger:\n(A) If it is a limited liability company, the certificate of organization becomes effective; or\n(B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and\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(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.","path":["TITLE 47. CORPORATIONS","CHAPTER 47-34A. UNIFORM LIMITED LIABILITY COMPANY ACT"],"source_url":"https://sdlegislature.gov/Statutes/47-34A-905","current_through":"2026-08-31","vintage":"","retrieved_at":"2026-09-03T15:18:57Z","sha256":"5da67e546ded4f23ad3a0957ca2d6c9cb9063b24c336fe3c0dfa0a6f979c6531","source_id":"us-sd","stale":true,"prev":"us-sd/sdcl-47-34a-904","next":"us-sd/sdcl-47-34a-906"},"notice":"GroundRules: Original legal text. Not legal advice."}