§ 2-2-307 — Effect of merger or consolidation

Arkansas § 2-2-307

• Jurisdiction: Arkansas
• Title: 2

Text

(a) The merger or consolidation shall become effective upon the filing in accordance with this subchapter of articles of merger or consolidation or at a time not more than sixty (60) days after the filing, as may be specified in the articles as the time when the merger or consolidation shall become effective. (b) When the merger or consolidation has been effected: (1) The several associations party to the plan of merger or consolidation shall be a single association which, in the case of a merger, shall be that association designated in the plan of merger as the surviving association or, in the case of a consolidation, shall be the new association provided for in the plan of consolidation; (2) Subject to this subchapter, the separate existence of all associations party to the plan of merger or consolidation, except the surviving or new association, shall cease; (3) The surviving or new association shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of an association organized under this subchapter; (4) (A) The surviving or new association shall possess all the rights, privileges, immunities, and franchises of a public as well as of a private nature of each of the merging or consolidating associations. (B) (i) 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 associations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single association without further act or deed. (ii) The title to any real estate or any interest therein vested in any of the associations shall not revert or be in any way impaired by reason of the merger or consolidation; (5) (A) The surviving or new association shall be responsible and liable for all the liabilities and obligations of each of the associations so merged or consolidated. (B) Any claim existing or action or proceeding pending by or against any of the associations may be prosecuted as if the merger or consolidation had not taken place or the surviving or new association may be substituted in its place. (C) Neither the rights of creditors nor any liens upon the property of any association shall be impaired by the merger or consolidation; and (6) (A) In the case of a merger, the articles of incorporation of the surviving association 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. (B) In the case of a consolidation, the statements set forth in the articles of consolidation which are required or permitted to be set forth in the articles of incorporation of associations organized under this subchapter shall be deemed to be the original articles of incorporation of the new association.

Legislative History

Acts 1981, No. 121, § 6; A.S.A. 1947, § 77-1032.