LD 2290
pg. 4
Page 3 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 5 of 31
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LR 3693
Item 1

 
7.__General effect of merger or consolidation.__A merger or
consolidation has the following effects.

 
A.__The corporations or other business entities that are
parties to the merger or consolidation agreement become a
single entity, which in the case of a merger is the
corporation or other business entity designated in the plan
of merger as the survivor and in the case of a consolidation
is the resulting corporation or other business entity
provided for in the plan of consolidation.

 
B.__The separate existence of each party to the merger or
consolidation agreement, except for the surviving or
resulting corporation or other business entity, ceases.

 
C.__The surviving or resulting corporation or other business
entity possesses all the rights, privileges, immunities,
powers and franchises of each constituent corporation or
other business entity and is subject to all the
restrictions, disabilities and duties of each of the parties
to the extent that those rights, privileges, immunities,
powers, franchises, restrictions, disabilities and duties
are applicable.

 
D.__All property, real, personal and mixed; all debts due,
including promises to make capital contributions and
subscriptions for shares or interests; all other choses in
action; and all other interests of or belonging to or due to
each of the constituent entities vest in the surviving or
resulting corporation or other business entity without
further act or deed.

 
E.__The title to all real estate and any interests in real
estate vested in a constituent corporation or other business
entity do not revert and are not in any way impaired by
reason of the merger or consolidation.

 
F.__The surviving or resulting corporation or other business
entity is liable for all liabilities and obligations of each
of the constituent corporations or other business entities
so merged or consolidated and any claim existing or action
or proceeding pending by or against a constituent
corporation or other business entity may be prosecuted as if
the merger or consolidation had not taken place or the
surviving or resulting corporation or other business entity
may be substituted in the action.

 
G.__Neither the rights of creditors nor any liens on the
property of a constituent corporation or other business
entity are impaired by the merger or consolidation.


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