§ 4-37-607 — Effect of merger

When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-38-1026 : (1) as provided in the plan of merger, each protected series of each merging company which was established before the merger: (A) is a relocated protected series or continuing protected series; or (B) is dissolved, wound up, and terminated; (2) any protected series to be established as a result of the merger is established; (3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger; (4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment; (5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series; (6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series; (7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding; (8) if provided in the plan of merger: (A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series; (B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger; (C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and (D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and (9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.

Legislative History

Amended by Act 2021, No. 1041,§ 23, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.