§ 7-16-63. Effects of merger or consolidation. Following the consummation of a merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of this state:

(1) The constituent entities party to the plan of merger or consolidation shall be a single entity, which, in the case of a merger shall be the entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, shall be the new entity provided for in the plan of consolidation.

(2) The separate existence of each constituent entity party to the plan of merger or consolidation, except the surviving entity or the new entity, shall cease.

(3) The surviving entity or the new entity shall at that time and subsequently possess all the rights, privileges, immunities, powers, and franchises, of a public as well as a private nature, of each constituent entity and is subject to all the restrictions, disabilities, and duties of each of the constituent entities to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.

(4) All property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other choices in action, and all and every other interest of or belonging to or due to each of the constituent entities are vested in the surviving entity or the new entity without further act or deed.

(5) The title to all real estate and any interest in real estate vested in any constituent entity does not revert or become in any way impaired because of the merger or consolidation.

(6) The surviving entity or the new entity is responsible and liable for all liabilities and obligations of each of the merged or consolidated constituent entities, and any claim existing or action or proceeding pending by or against any constituent entity may be prosecuted as if the merger or consolidation had not taken place, or the surviving entity or the new entity may be substituted in the action.

(7) Neither the rights of creditors nor any liens on the property of any constituent entity are impaired by the merger or consolidation.

(8) In the case of a merger, depending upon whether the surviving entity is a limited-liability company, a domestic corporation, or a domestic limited partnership, the articles of organization of the limited-liability company, articles of incorporation of the corporation, or certificate of limited partnership of the limited partnership shall be amended to the extent provided in the articles of merger.

(9) In the case of a consolidation where the new entity is domestic, the statements set forth in the articles of consolidation and that are 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 original articles of organization, articles of incorporation, or certificate of limited partnership of the new domestic entity.

(10) Unless otherwise agreed in the partnership agreement of a domestic limited partnership, a merger or consolidation in which a domestic limited partnership is a constituent entity, including a merger or consolidation in which a domestic limited partnership is not the surviving entity or the new entity, does not require the domestic limited partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.

(11) The membership or other interests in a limited-liability company, shares or other interests in a corporation, partnership or other interests in a limited partnership that is a constituent entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations or other property under the terms of the articles of merger or consolidation are converted, and their former holders are entitled only to the rights provided in the articles of merger or consolidation or the rights otherwise provided by law.

(12) Nothing in this chapter abridges or impairs any rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity under applicable law.

History of Section. (P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.)