§ 7-16-63 - Effects of merger or consolidation.
SECTION 7-16-63
§ 7-16-63 Effects of merger orconsolidation. – Following the consummation of a merger or consolidation in which the survivingentity or the new entity is to be governed by the laws of this state:
(1) The constituent entities party to the plan of merger orconsolidation shall be a single entity, which, in the case of a merger shall bethe entity designated in the plan of merger as the surviving entity, and, inthe case of a consolidation, shall be the new entity provided for in the planof consolidation.
(2) The separate existence of each constituent entity partyto the plan of merger or consolidation, except the surviving entity or the newentity, shall cease.
(3) The surviving entity or the new entity shall at that timeand subsequently possess all the rights, privileges, immunities, powers, andfranchises, of a public as well as a private nature, of each constituent entityand is subject to all the restrictions, disabilities, and duties of each of theconstituent entities to the extent the rights, privileges, immunities, powers,franchises, restrictions, disabilities, and duties are applicable to the formof existence of the surviving entity or the new entity.
(4) All property, real, personal and mixed, and all debts dueon whatever account, including promises to make capital contributions andsubscriptions for shares, and all other choices in action, and all and everyother interest of or belonging to or due to each of the constituent entitiesare vested in the surviving entity or the new entity without further act ordeed.
(5) The title to all real estate and any interest in realestate vested in any constituent entity does not revert or become in any wayimpaired because of the merger or consolidation.
(6) The surviving entity or the new entity is responsible andliable for all liabilities and obligations of each of the merged orconsolidated constituent entities, and any claim existing or action orproceeding pending by or against any constituent entity may be prosecuted as ifthe merger or consolidation had not taken place, or the surviving entity or thenew entity may be substituted in the action.
(7) Neither the rights of creditors nor any liens on theproperty of any constituent entity are impaired by the merger or consolidation.
(8) In the case of a merger, depending upon whether thesurviving entity is a limited liability company, a domestic corporation, or adomestic limited partnership, the articles of organization of the limitedliability company, articles of incorporation of the corporation, or certificateof limited partnership of the limited partnership
shall be amended to the extent provided in the articles ofmerger.
(9) In the case of a consolidation where the new entity isdomestic, the statements set forth in the articles of consolidation and whichare required or permitted to be set forth in the articles of organization,articles of incorporation, or certificate of limited partnership
of the new domestic entity, are deemed to be the originalarticles of organization, articles of incorporation, or certificate of limitedpartnership of the new domestic entity.
(10) Unless otherwise agreed in the partnership agreement ofa domestic limited partnership, a merger or consolidation in which a domesticlimited partnership is a constituent entity, including a merger orconsolidation in which a domestic limited partnership is not the survivingentity or the new entity, does not require the domestic limited partnership towind up its affairs under § 7-13-45 or pay its liabilities and distributeits assets under § 7-13-46.
(11) The membership or other interests in a limited liabilitycompany, shares or other interests in a corporation, partnership or otherinterests in a limited partnership that is a constituent entity that are to beconverted or exchanged into interests, shares or other securities, cash,obligations or other property under the terms of the articles of merger orconsolidation are converted, and their former holders are entitled only to therights provided in the articles of merger or consolidation or the rightsotherwise provided by law.
(12) Nothing in this chapter abridges or impairs any rightsthat may otherwise be available to the members or shareholders or other holdersof an interest in any constituent entity under applicable law.