380.361. Surviving corporation after merger, rights and liabilities.
Surviving corporation after merger, rights and liabilities.
380.361. 1. The several corporations parties to the plan ofmerger shall be a single corporation, which shall be thatcorporation designated in the plan of merger as the survivingcorporation.
2. The separate existence of all corporations parties to theplan of merger except the surviving corporation shall cease.
3. The surviving corporation shall have all the rights,privileges, immunities, and powers and shall be subject to allthe duties and liabilities of a corporation organized under theprovisions of sections 380.201 to 380.591.
4. The surviving corporation shall thereupon and thereafterpossess all the rights, privileges, immunities and franchises, ofa public as well as of a private nature, of each of the mergingcorporations; and all property, real, personal, and mixed, andall debts due on whatever account and all other choses in action,and all and every other interest, of or belonging to or due toeach of the corporations so merged shall be taken and deemed tobe transferred to and vested in the single corporation withoutfurther act or deed; and the title to any real estate, or anyinterest therein, under the laws of this state vested in any ofthe corporations shall not revert or be in any manner impaired byreason of the merger.
5. The surviving corporation shall thenceforth beresponsible and liable for all the liabilities and obligations ofeach of the corporations so merged; and any claim existing oraction or proceeding pending by or against any of thecorporations may be prosecuted to judgment as if the merger hadnot taken place, or the surviving corporation may be substitutedin its place. Neither the rights of creditors nor any liens uponthe property of any of the corporations shall be impaired by themerger.
6. The articles of incorporation of the survivingcorporation shall be deemed to be amended to the extent, if any,that changes in its articles are stated in the articles ofmerger.
(L. 1984 H.B. 1498)Effective 1-1-85