s.49Effect of merger or consolidation
49
Section 49Part 8 — Foreign Limited Liability Companies

Effect of merger or consolidation

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As soon as a merg er or consolidation becomes effective —
in the case of a consolidation, the new registration statement filed with the plan of consolidation will be the registration statement of the consolidated entity;
the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the constituent limited liability companies, shall immediately vest in the surviving or consolidated entity; and
subject to any specific arrangements entered into by the relevant parties, the surviving or consolidated entity shall be liable for and subject, in the same manner as the constituent limited liability companies, to all mortgages, charges or security interests, and all co ntracts, obligations, claims, debts, and liabilities of each of the constituent limited liability companies.
Where a merger or consolidation occurs —
an existing claim, cause or proceeding, whether civil (including arbitration) or criminal, pending at the time of the merger or consolidation by or against a constituent limited liability company, shall not be abated or discontinued by the merger or consolidation but shall be continued by or against the surviving or consolidated entity; and
a convi ction, judgment, ruling, order or claim, due or to become due, against a constituent limited liability company, shall not be released or impaired by the merger or consolidation, but shall apply to the surviving or consolidated entity instead of to the cons tituent limited liability company.
Upon a merger or consolidation becoming effective, the Registrar shall strike off the Register —
a constituent limited liability company that is not the surviving entity in a merger; or
a constituent limited l iability company that participates in a consolidation, and section 158 of the Companies Act (2025 Revision) shall apply mutatis mutandis .
The cessation of a constituent limited liability company that participates in a consolidation or that is not the s urviving entity in a merger shall not be a winding up for the purposes of this Act or within Part 5 of the Companies Act (2025 Revision) .

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