16-1a-707. Effect of merger.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 10/1/2026

(1)On or after the day and time on which a merger under this part takes effect:

(a)the surviving entity continues the surviving entity's existence or comes into existence;

(b)a merging entity that is not the surviving entity ceases to exist;

(c)all property belonging to each merging entity vests in the surviving entity without transfer, reversion, or impairment;

(d)each debt, obligation, or other liability of each merging entity becomes a debt, obligation, or other liability of the surviving entity;

(e)except as otherwise provided by law or the plan of merger, each right, privilege, immunity, power, and purpose of each merging entity vests in the surviving entity;

(f)if the surviving entity exists before the merger:

(i)all the surviving entity's property remains vested with the surviving entity without transfer, reversion, or impairment;

(ii)the surviving entity remains subject to each debt, obligation, or other liability of the surviving entity's; and

(iii)each right, privilege, immunity, power, and purpose of the surviving entity remain vested in the surviving entity;

(g)if the surviving entity is created by the merger, the surviving entity's private organic rules are effective and:

(i)if the surviving entity is a filing entity, the surviving entity's public organic record is effective; or

(ii)if the surviving entity is a limited liability partnership, the surviving entity's statement of qualification is effective; and

(i)each interest in each merging entity that is subject to conversion under the merger is converted; and

(ii)an interest holder of an interest described in Subsection (1)(h)(i) is entitled only to the rights provided to the interest holder in:

(A)the plan of merger;

(B)the appraisal rights described in Section 16-1a-708 ; and

(C)the merging entity's organic law.

(2)Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this part does not give rise to a right that an interest holder, governor, or third party would have upon the dissolution, liquidation, or winding up of a merging entity.

(3)On or after the day and time on which a merger takes effect, if a person did not have interest holder liability to any of the merging entities and after the merger takes effect becomes subject to interest holder liability as a result of the merger, the person has interest holder liability:

(a)only to the extent provided by the organic law of the surviving entity; and

(b)only for a debt, obligation, or other liability the surviving entity incurs after the merger takes effect.

(a)A merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the person incurs interest holder liability before the merger takes effect.

(b)A person does not have interest holder liability under the organic law of the domestic merging entity for a debt, obligation, or other liability that the surviving entity incurs after the merger takes effect.

(c)The organic law of a domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability described in Subsection (4)(a) .

(d)A person has whatever rights of contribution from any other person that exist in law other than this part or the organic rules of the domestic merging entity relating to any interest holder liability described in Subsection (4)(a) .

(5)On or after the day and time on which a merger takes effect, a person may serve a foreign entity that is the surviving entity with process for the collection and enforcement of any debt, obligation, or other liability of a domestic merging entity in accordance with applicable law.

(6)On or after the day and time on which a merger takes effect, the registration to do business in this state of a foreign merging entity that is not the surviving entity is canceled.

Enacted by Chapter 93 , 2026 General Session