§ 23-0.6-2-6 — Effect of merger

Indiana § 23-0.6-2-6

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 0.6: UNIFORM BUSINESS ORGANIZATION
• Ch. 2: Merger

Text

(a) When a merger under this chapter becomes
effective:
(1) the surviving entity continues;
(2) each merging entity that is not the surviving entity ceases to
exist;
(3) all property of each merging entity vests in the surviving entity
without transfer, reversion, or impairment;
(4) all debts, obligations, and other liabilities of each merging
entity are debts, obligations, and other liabilities of the surviving
entity;
(5) except as otherwise provided by law or the plan of merger, all
the rights, privileges, immunities, powers, and purposes of each
merging entity vest in the surviving entity;
(6) as to the surviving entity:
(A) all its property continues to be vested in it without transfer,
reversion, or impairment;
(B) it remains subject to all its debts, obligations, and other
liabilities; and
(C) all its rights, privileges, immunities, powers, and purposes
continue to be vested in it;
(7) the name of the surviving entity may be substituted for the
name of any merging entity that is a party to any pending action
or proceeding;
(8) the surviving entity's:
(A) public organic record, if any, is amended to the extent
provided in the articles of merger; and
(B) private organic rules that are to be in a record, if any, are
amended to the extent provided in the plan of merger;
(9) a proceeding pending against any party to the merger may be
continued as if the merger did not occur or the surviving entity
may be substituted in the proceeding for the entity whose
existence ceased; and
(10) the interests in each merging entity which are to be converted
in the merger are converted, and the interest holders of those
interests are entitled only the rights provided to them under the
plan of merger and to any appraisal rights they have under IC 23-0.6-1-8.
(b) Except as otherwise provided in the organic law or organic rules
of a merging entity, a merger under this chapter does not give rise to
any rights that an interest holder, governing person, or third party
would have upon a dissolution, liquidation, or winding up of the
merging entity.
(c) When a merger under this chapter becomes effective, a person
that did not have interest holder liability with respect to any of the
merging entities and becomes subject to interest holder liability with
respect to a domestic entity as a result of the merger has interest holder
liability only to the extent provided by the organic law of that entity and
only for those debts, obligations, and other liabilities that are incurred
after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of
a person that ceases to hold an interest in a domestic merging entity
with respect to which the person had interest holder liability is subject
to the following rules:
(1) The merger does not discharge any interest holder liability
under the organic law of the domestic merging entity to the extent
the interest holder liability was incurred before the merger
became effective.
(2) The person does not have interest holder liability under the
organic law of the domestic merging entity for any debt,
obligation, or other liability that is incurred after the merger
becomes effective.
(3) The organic law of the domestic merging entity continues to
apply to the release, collection, or discharge of any interest holder
liability preserved under subdivision (1) as if the merger had not
occurred.
(4) The person has whatever rights of contribution from any other
person as are provided by law other than this article or the organic
rules of the domestic merging entity with respect to any interest
holder liability preserved under subdivision (1) as if the merger
had not occurred.
(e) When a merger under this chapter becomes effective, a foreign
entity that is the surviving entity may be served with process in this
state for the collection and enforcement of any debts, obligations, or
other liabilities of a domestic merging entity in accordance with
applicable law.
(f) When a merger under this chapter becomes effective, the
registration to do business in this state of any foreign merging entity
that is not the surviving entity is canceled.

Legislative History

As added by P.L.118-2017, SEC.6.