§415-76 Effect of merger or consolidation.
A merger or consolidation shall become effective upon the effective time and date of filing the articles of merger or consolidation, or upon time and date subsequent to the filing as set forth in the articles, but not more than thirty days after being filed.When a merger or consolidation has become effective:
(1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;
(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease;
(3) The surviving or new corporation shall have all of the rights, privileges, immunities, and powers and shall be subject to all of the duties and liabilities of a corporation organized under this chapter;
(4) The surviving or new corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of the corporations shall not revert or be impaired in any way by reason of the merger or consolidation;
(5) The surviving or new corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by the merger or consolidation; and
(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the original articles of incorporation of the new corporation.
When a merger or consolidation has become effective, the shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted, shall cease to exist, in the case of a merger or consolidation, and the holders of the shares shall thereafter be entitled only to the shares, obligations, other securities, cash, or other property into which they shall have been converted, in accordance with the plan, subject to any rights under section 415-80. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §52]