§ 7-6-47 - Effect of merger or consolidation.
SECTION 7-6-47
§ 7-6-47 Effect of merger orconsolidation. – (a) Upon the issuance of the certificate of merger, or the certificate ofconsolidation by the secretary of state, the merger or consolidation iseffected.
(b) When the merger or consolidation has been effected:
(1) The several corporations parties to the plan of merger orconsolidation are a single corporation, which, in the case of a merger, is thatcorporation 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 planof consolidation.
(2) The separate existence of all corporations parties to theplan of merger or consolidation, except the surviving or new corporation,ceases.
(3) The surviving or new corporation has all the rights,privileges, immunities, and powers and is subject to all the duties andliabilities of a corporation organized under this chapter.
(4) The surviving or new corporation at that time andsubsequently possesses all the rights, privileges, immunities, and franchises,of a public as well as of a private nature, of each of the merging orconsolidating corporations; and all property, real, personal, and mixed, andall debts due on any account, and all other choses in action. Every otherinterest, of or belonging to or due to each of the corporations merged orconsolidated, is deemed to be transferred to and vested in the singlecorporation without further act or deed The title to any real estate, or anyinterest in it, vested in any of the corporations does not revert or become inany way impaired because of the merger or consolidation.
(5) The surviving or new corporation is from that time onresponsible and liable for all the liabilities and obligations of each of thecorporations merged or consolidated. Any claim existing or action or proceedingpending by or against any of the corporations may be prosecuted as if themerger or consolidation had not taken place, or the surviving or newcorporation may be substituted in its place. Neither the rights of creditorsnor any liens upon the property of any corporation is impaired by the merger orconsolidation.
(6) In the case of a merger, the articles of incorporation ofthe surviving corporation are deemed to be amended to the extent that changesin its articles of incorporation are stated in the plan of merger. In the caseof a consolidation, the statements set forth in the articles of consolidationand which are required or permitted to be set forth in the articles ofincorporation of corporations organized under this chapter are deemed to be thearticles of incorporation of the new corporation.