§ 7-6-47. Effect of merger or consolidation.
(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.
(b) When the merger or consolidation has been effected:
(1) The several parties to the plan of merger or consolidation are a single entity, that, in the case of a merger, is that entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, is the new entity provided for in the plan of consolidation.
(2) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new entity, ceases.
(3) The surviving or new entity has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of an entity organized under this chapter.
(4) The surviving or new entity at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating entities; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the entities merged or consolidated, is deemed to be transferred to and vested in the single entity without further act or deed. The title to any real estate, or any interest in it, vested in any of the entities does not revert or become in any way impaired because of the merger or consolidation.
(5) The surviving or new entity is from that time on responsible and liable for all the liabilities and obligations of each of the entities merged or consolidated. Any claim existing or action or proceeding pending by or against any of the entities may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any entity is impaired by the merger or consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving entity are deemed to be amended to the extent that changes in its articles of formation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of incorporation of entities organized under this chapter are deemed to be the articles of incorporation of the new entity.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.