Section 10.20.261. Effective date and effect of merger or consolidation.

   (a) Upon the issuance of the certificate of merger or the certificate of consolidation, the merger or consolidation becomes effective.
   (b) Merger or consolidation has the following effect:
        (1) the merging or consolidating corporations are a single corporation, which, in the case of a merger, is the corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, is the new corporation provided for in the plan of consolidation;
        (2) the separate existence of the corporations, except the surviving or new corporation, ceases;
        (3) the surviving or new corporation has the rights, privileges, immunities and powers and is subject to the duties and liabilities of a corporation organized under this chapter;
        (4) the surviving or new corporation possesses the rights, privileges, immunities and franchises, public and private, of the merging or consolidating corporations; all real, personal and mixed property, and all debts due, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the corporations are transferred to and vested in the surviving or new corporation; the title to real estate, or interest in real estate, vested in the corporations does not revert nor is it in any way impaired because of the merger or consolidation;
        (5) the surviving or new corporation is liable for the liabilities and obligations of each of the corporations merged or consolidated; a claim existing or action or proceeding pending by or against the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place; neither the rights of creditors nor liens upon the property of a merging or consolidating corporation are impaired by the merger or consolidation;
        (6) in the case of a merger, the articles of incorporation of the surviving corporation are amended to the extent that changes in its articles of incorporation are stated in the plan of merger; in the case of a consolidation, the statements set out in the articles of consolidation which are required or permitted to be set out in the articles of incorporation of corporations organized under this chapter are the original articles of incorporation of the new corporation.

Notes

History

(Sec. 1 ch 99 SLA 1968)