§ 4-26-1010 — Effect of merger

(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective. (b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served.

Legislative History

Acts 2009, No. 408, § 1.