35-8-1201. Merger. (1) Pursuant to any agreement, a domestic limited liability company may merge with or into one or more limited liability companies formed under the laws of this state or any other state. The surviving limited liability company is as provided in the merger agreement.
     (2) A domestic limited liability company that is not the surviving limited liability company in the merger shall file articles of dissolution that must have an effective date not later than the effective date of the merger.
     (3) If, following a merger of one or more domestic limited liability companies or one or more limited liability companies formed under the laws of any other state, the surviving limited liability company is not a domestic limited liability company, there must be attached to the articles of dissolution for each domestic limited liability company articles of merger executed by the surviving limited liability company:
     (a) stating that the surviving limited liability company may be served with process in the state of Montana in any action, suit, or proceeding for the enforcement of any obligation of the domestic limited liability company;
     (b) irrevocably appointing the secretary of state as the surviving limited liability company's agent to accept service of process in any action, suit, or proceeding; and
     (c) specifying the address to which a copy of process must be mailed to the surviving limited liability company by the secretary of state.
     (4) When the articles of dissolution required by subsection (2) have become effective, the following must be vested in and enforced against the surviving limited liability company as they were in each of the limited liability companies that merged:
     (a) all of the rights, privileges, and powers of each of the limited liability companies that merged;
     (b) all property, real, personal, and mixed;
     (c) all debts due to any of the limited liability companies; and
     (d) all other things and causes of action belonging to each of the limited liability companies.

     History: En. Sec. 71, Ch. 120, L. 1993.