(1) The constituent must become a single entity, which shall be the entity designated in the plan of merger as the surviving limited liability company.

(2) Each constituent, except the surviving limited liability company, ceases to exist.

(3) The surviving limited liability company possesses all of the rights, privileges, immunities, and powers of each merged constituent and is subject to all of the restrictions, disabilities, and duties of each merged constituent.

(4) All property and all debts, including contributions, and each interest belonging to or owed to each of the constituents are vested in the surviving limited liability company without further act.

(5) Title to all real estate and any interest in real estate, vested in any constituent, does not revert and is not in any way impaired because of the merger.

(6) The surviving limited liability company has all of the liabilities and obligations of each of the constituents and any claim existing or action or proceedings pending by or against any merged constituent may be prosecuted as if the merger had not taken place, or the surviving limited liability company may be substituted in the action.

(7) The rights of creditors and any liens on the property of any constituent survive the merger.

(8) The interests in a constituent that are to be converted or exchanged into interest, cash, obligations, or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger of the rights otherwise provided by law.

(9) The articles of organization of the surviving limited liability company are amended to the extent provided in the articles of merger. [Res. 2023-10-019 § 1, 2023.]