§ 23-17-19-5 — Effect of mergers

Indiana § 23-17-19-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 17: NONPROFIT CORPORATIONS
• Ch. 19: Merger

Text

(a) When a merger takes effect the following
occur:
(1) Another corporation party to the merger merges into the
surviving corporation and the separate existence of every
corporation except the surviving corporation ceases.
(2) The title to real property and other property owned by each
corporation party to the merger is vested in the surviving
corporation without reversion or impairment subject to any
conditions to which the property was subject before the merger.
(3) The surviving corporation has all liabilities and obligations of
each corporation party to the merger.
(4) A proceeding pending against a corporation party to the
merger may be continued as if the merger did not occur or the
surviving corporation may be substituted in the proceeding for the
corporation whose existence ceased.
(5) The articles of incorporation and bylaws of the surviving
corporation are amended to the extent provided in the plan of
merger.
(b) After a merger takes effect as provided in this article, any terms
of the plan of merger that are not included in the articles of
incorporation shall be considered to be contract rights only and not part
of the governing document of the corporation.

Legislative History

As added by P.L.179-1991, SEC.1.