§ 7-90-204 — Effect of merger

Colorado § 7-90-204

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Corporations and Associations Act

Text

(1) When a merger takes effect:

(a) Every merging entity merges into the surviving entity and the separate
existence of every merging entity ceases. All of the rights, privileges, including
specifically the attorney-client privilege, and powers of each of the merging
entities; all real, personal, and mixed property; and all obligations due to each of the
merging entities, as well as all other things and causes of action of each of the
merging entities, vest as a matter of law in the surviving entity and are thereafter
the rights, privileges, powers, and property of, and obligations due to, the surviving
entity. Title to any property vested in any of the merging entities does not revert
and is not in any way impaired by reason of the merger; except that all rights of
creditors in and all liens upon any property of any of the merging entities are
preserved unimpaired in the same property, however held. All obligations of the
merging entities attach as a matter of law to the surviving entity and may be fully
enforced against the surviving entity. A merger does not constitute a conveyance,
transfer, or assignment. Nothing in this section affects the validity of contract
provisions or of reversions or other forms of title limitations that attach conditions
or consequences specifically to mergers.

(b) Any owner who was liable for the obligation of any merging entity solely
by reason of being an owner of the merging entity, but who will otherwise not be
liable for the obligation of the surviving entity, remains liable for the obligations of
the merging entity incurred before the merger unless a contract giving rise to the
obligation provides otherwise.

(c) Unless otherwise provided in the constituent documents or required
under the organic statutes, no merging entity shall be required to wind up its affairs
or pay obligations and distribute assets, and the merger shall not be deemed to
constitute a dissolution or liquidation of the merging entity. Unless otherwise
provided in the constituent documents of a constituent entity or as required under
the organic statutes, any payments in cash or in kind to owners of the constituent
entity pursuant to the plan of merger shall not be deemed to constitute a dividend,
liquidating distribution, or other distribution that gives rise to contractual
distributional preference rights.

Legislative History

Source: L. 2000: Entire part R&RE, p. 969, � 46, effective July 1. L. 2004: (1)(c) amended, p. 1474, � 206, effective July 1. L. 2005: (1)(a) amended, p. 1207, � 7, effective October 1. L. 2015: (1)(a) amended, (HB 15-1071), ch. 28, p. 69, � 1, effective September 1. L. 2019: IP(1) and (1)(a) amended, (SB 19-086), ch. 166, p. 1917, � 13, effective July 1, 2020.