Troop, J.
This appeal is from the judgment against the plaintiff, The Greyhound Corporation, and in favor of the defendant, Clifford Ayers, Registrar of the Bureau of Motor Vehicles, rendered by the trial court in an action in declaratory judgment. The case was submitted to the court upon the pleadings, a stipulation of facts, and the briefs and arguments of counsel.
Appellant, The Greyhound Corporation, presents four assignments of error as the basis of this appeal. These assignments of error are refinements of the basic question to be re
solved. The essential question is whether the merger, accomplished under the laws of the state of Delaware, on or about September 30, 1959, operated as a “transfer of ownership” of motor vehicles such as contemplated in Section 4503.12, Revised Code, making the surviving corporation, the Greyhound Corporation, liable to pay a proportion of the annual motor vehicle license tax, as provided in Section 4503.02, Revised Code, for the privilege of operating buses in Ohio following the merger date, when the merged company, Atlantic Greyhound Corporation, had previously paid the tax for a full year prior to the date of merger.
All the essential facts were stipulated in the trial court.
Greyhound, the surviving corporation, is a Delaware corporation, and Atlantic, the merged corporation, is a Virginia corporation. The merger was according to Delaware law. On or about September 30, 1959, the merger was accomplished. Ninety buses were involved in the merger, fifty-six of which were operated in Ohio following the merger date. On March 25,1960, certificates of title to fifty-six buses were assigned to Greyhound and new certificates issued. When Greyhound made application for new license plates, in March 1960, the Registrar of Motor Vehicles refused to issue the plates unless Greyhound paid the proportionate fee for the period following September 30, 1959.
It was stipulated also that the trial court might take judicial notice of the statutes of Delaware and Virginia.
There appears to be no question in the record that the merger of Greyhound and Atlantic was accomplished according to the statutes of Delaware. As to the effect of that merger on our present problem, resort is had to the language of the Delaware statute. A pertinent part of Section 259 of Title 8 of the Delaware Code reads as follows:
“* * * for all purposes of the laws of this state the separate existence of all the constituent corporations, parties to said agreement, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, # * * possessing all the rights, privileges, powers and franchises as well of a public as of a private nature, * * #.”
The laws of the state of Virginia contain essentially the same language respecting succession to the rights and privileges both public and private. Ohio, likewise, in Section 1701.81, Revised Code, has similar language. Subsection (1) says that when the merger or consolidation becomes effective, “The separate existence of all the constituent corporations, except the surviving or new corporation, shall cease,
* *
*.” The section provides further for survival of corporate capacity for particular purposes.
After providing that corporate life shall cease upon merger, provision is made for continuance of corporate existence for certain purposes. The section reads as follows:
“* * * whenever a conveyance, assignment, transfer, deed, or other instrument, or act, is necessary to vest property or rights in the surviving or new corporation, the officers of the respective constituent corporations shall execute, acknowledge, and deliver such instruments, and do such acts, and for such purposes the existence of the constituent corporations and the authority of their respective officers and directors shall be deemed continued notwithstanding the merger or consolidation; * # #
Counsel for appellant strongly urge that the statutes of the three states provide for a “mere integration” of property interests by the merger process. Further urging the point, counsel argue as follows:
“Clearly the purpose of the merger statutes is to allow the combination of corporations and preserve unimpaired the ownership of all property, and the rights, privileges, powers and franchises of the constituent corporations.”
This appeal is not concerned with any theory concerning corporate entity which the respective legislatures intended to incorporate in the quoted statutes. However we may regard the merged corporations, whether real or phantom, as continuing to exist and in possession of rights and privileges, or remaining alive merely for the limited purpose of creating instruments of conveyance, is a matter of no concern.
We are faced with the provision concerning transfer of ownership as contained in Section 4503.12, Revised Code. The pertinent portion is as follows:
“Upon the transfer of ownership of a motor vehicle, the registration of snch motor vehicle shall expire, and the original owner shall immediately remove such number plates from such motor vehicle.”
We are not left to speculate and inquire about the language of the statute in its application to our present case. Essentially the same question was presented in
Columbus & Southern Ohio Electric Co.
v.
West, Registrar
(1942), 140 Ohio St., 200, which case has not been reversed and must be respected in the instant case.
Counsel for appellant seek to remove this ease from the operation of the rule in the principal case on the grounds that the Ohio statute has been amended and that in the principal case a transfer of ownership was admitted. The claimed significant change, upon which appellant relies, is the addition of the words, “as well of a public as of a private nature,” in the reference to succession to the rights and privileges by the surviving corporation. Nothing in the opinion in the
Columbus & Southern Ohio Electric case, supra,
indicates that the result turned upon any limited interpretation of the ‘ ‘ rights and privileges” passing to the surviving corporation. Incidentally no foreign corporation was involved.
As to the point that a transfer of ownership was admitted in the principal case, let it be noted that it was also admitted that “automobile registration, under Section 6294-1, General Code, is a personal privilege, which is not transferable.” Again, these are not points upon which the decision hinges. It might be that we need to observe that a fact is a fact whether admitted or proved. But in any event, after the court notes the two admissions it moves on to the nub of its decision. The court quotes from the Corporation Act of Ohio relative to succession to “privileges” and then holds, at page 204, as follows:
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Troop, J.
This appeal is from the judgment against the plaintiff, The Greyhound Corporation, and in favor of the defendant, Clifford Ayers, Registrar of the Bureau of Motor Vehicles, rendered by the trial court in an action in declaratory judgment. The case was submitted to the court upon the pleadings, a stipulation of facts, and the briefs and arguments of counsel.
Appellant, The Greyhound Corporation, presents four assignments of error as the basis of this appeal. These assignments of error are refinements of the basic question to be re
solved. The essential question is whether the merger, accomplished under the laws of the state of Delaware, on or about September 30, 1959, operated as a “transfer of ownership” of motor vehicles such as contemplated in Section 4503.12, Revised Code, making the surviving corporation, the Greyhound Corporation, liable to pay a proportion of the annual motor vehicle license tax, as provided in Section 4503.02, Revised Code, for the privilege of operating buses in Ohio following the merger date, when the merged company, Atlantic Greyhound Corporation, had previously paid the tax for a full year prior to the date of merger.
All the essential facts were stipulated in the trial court.
Greyhound, the surviving corporation, is a Delaware corporation, and Atlantic, the merged corporation, is a Virginia corporation. The merger was according to Delaware law. On or about September 30, 1959, the merger was accomplished. Ninety buses were involved in the merger, fifty-six of which were operated in Ohio following the merger date. On March 25,1960, certificates of title to fifty-six buses were assigned to Greyhound and new certificates issued. When Greyhound made application for new license plates, in March 1960, the Registrar of Motor Vehicles refused to issue the plates unless Greyhound paid the proportionate fee for the period following September 30, 1959.
It was stipulated also that the trial court might take judicial notice of the statutes of Delaware and Virginia.
There appears to be no question in the record that the merger of Greyhound and Atlantic was accomplished according to the statutes of Delaware. As to the effect of that merger on our present problem, resort is had to the language of the Delaware statute. A pertinent part of Section 259 of Title 8 of the Delaware Code reads as follows:
“* * * for all purposes of the laws of this state the separate existence of all the constituent corporations, parties to said agreement, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, # * * possessing all the rights, privileges, powers and franchises as well of a public as of a private nature, * * #.”
The laws of the state of Virginia contain essentially the same language respecting succession to the rights and privileges both public and private. Ohio, likewise, in Section 1701.81, Revised Code, has similar language. Subsection (1) says that when the merger or consolidation becomes effective, “The separate existence of all the constituent corporations, except the surviving or new corporation, shall cease,
* *
*.” The section provides further for survival of corporate capacity for particular purposes.
After providing that corporate life shall cease upon merger, provision is made for continuance of corporate existence for certain purposes. The section reads as follows:
“* * * whenever a conveyance, assignment, transfer, deed, or other instrument, or act, is necessary to vest property or rights in the surviving or new corporation, the officers of the respective constituent corporations shall execute, acknowledge, and deliver such instruments, and do such acts, and for such purposes the existence of the constituent corporations and the authority of their respective officers and directors shall be deemed continued notwithstanding the merger or consolidation; * # #
Counsel for appellant strongly urge that the statutes of the three states provide for a “mere integration” of property interests by the merger process. Further urging the point, counsel argue as follows:
“Clearly the purpose of the merger statutes is to allow the combination of corporations and preserve unimpaired the ownership of all property, and the rights, privileges, powers and franchises of the constituent corporations.”
This appeal is not concerned with any theory concerning corporate entity which the respective legislatures intended to incorporate in the quoted statutes. However we may regard the merged corporations, whether real or phantom, as continuing to exist and in possession of rights and privileges, or remaining alive merely for the limited purpose of creating instruments of conveyance, is a matter of no concern.
We are faced with the provision concerning transfer of ownership as contained in Section 4503.12, Revised Code. The pertinent portion is as follows:
“Upon the transfer of ownership of a motor vehicle, the registration of snch motor vehicle shall expire, and the original owner shall immediately remove such number plates from such motor vehicle.”
We are not left to speculate and inquire about the language of the statute in its application to our present case. Essentially the same question was presented in
Columbus & Southern Ohio Electric Co.
v.
West, Registrar
(1942), 140 Ohio St., 200, which case has not been reversed and must be respected in the instant case.
Counsel for appellant seek to remove this ease from the operation of the rule in the principal case on the grounds that the Ohio statute has been amended and that in the principal case a transfer of ownership was admitted. The claimed significant change, upon which appellant relies, is the addition of the words, “as well of a public as of a private nature,” in the reference to succession to the rights and privileges by the surviving corporation. Nothing in the opinion in the
Columbus & Southern Ohio Electric case, supra,
indicates that the result turned upon any limited interpretation of the ‘ ‘ rights and privileges” passing to the surviving corporation. Incidentally no foreign corporation was involved.
As to the point that a transfer of ownership was admitted in the principal case, let it be noted that it was also admitted that “automobile registration, under Section 6294-1, General Code, is a personal privilege, which is not transferable.” Again, these are not points upon which the decision hinges. It might be that we need to observe that a fact is a fact whether admitted or proved. But in any event, after the court notes the two admissions it moves on to the nub of its decision. The court quotes from the Corporation Act of Ohio relative to succession to “privileges” and then holds, at page 204, as follows:
“* * * they do provide generally for the succession by the consolidated company to the ‘privileges’ theretofore enjoyed by the constituent companies. But it would, we hold, be a forced construction to interpret these general provisions as controlling the sharp and explicit clauses of Section 6294-1, providing that where there is a ‘transfer of ownership’ the ‘registration * * * shall expire’ # *
The vigorous argument of counsel that Section 4505.04, Be-vised Code, has a bearing upon our problem deserves notice. The section provides basically that no court in any case at law or in equity shall recognize a claim to, interest in, or right or title to, a motor vehicle unless evidenced by a certificate of title. The case of
Kelley Kar Co.
v.
Finkler
(1951), 155 Ohio St., 541, and other cases are cited which apply the statute to particular situations none of which involve the fact pattern we find here. The section is a direction to courts providing a rule to apply where ownership of an automobile is an issue in the trial of a lawsuit. Appellant says in effect that it may not be taxed since a merged corporation, over which it exercised control, did not get around to assigning certificates of title to the buses it acquired by merger agreement, under date of September 30, 1959, until March 25, 1960. Whether the delay was one of neglect or design is immaterial. Section 4503.12, Bevised Code, controls the “transfer of ownership” in the matter of the taxation of motor vehicles by the state of Ohio, and the
Columbus & Southern Ohio Electric case, supra,
holds that a merger such as we have here effects a transfer of ownership.
Attention is directed to Section 4503;10, Bevised Code, covering the method of application for the registration of a motor vehicle and providing for methods of presenting evidence of ownership. Section 4505.10, Bevised Code, provides for transfer of ownership by operation of law. Both have a bearing upon the collection of the taxes on motor vehicles imposed by Section 4503.02, Bevised Code.
The statutes dealing with corporations, including those dealing with the mergers of corporations, are general in nature in contrast to the “sharp and explicit clauses” of the sections included in Chapter 4503 of the Bevised Code, particularly Section 4503.12, Bevised Code, dealing with the taxation of motor vehicles by the state of Ohio for the privilege of operating them upon the roads of the state.
The trial court correctly held that a “transfer of ownership” within the meaning of Section 4503.12, Bevised Code, occurred when The Atlantic Greyhound Corporation was merged into The Greyhound Corporation on September 30, 1959.
Columbus & Southern Ohio Electric Co.
v.
West
(1942), 140 Ohio
St., 200, the authority followed by the trial court, still stands unreversed and provides the rule to be applied in the instant case.
Judgment of the trial court is affirmed.
Judgment affirmed.
Duffey, J., concurs.