§ 27-1-9-11 — Effect of merger or consolidation

Indiana § 27-1-9-11

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 1: DEPARTMENT OF INSURANCE
• Ch. 9: Merger, Consolidation, and Reinsurance

Text

When such merger or consolidation has been
effected as provided in this chapter, the following apply:
(a) The several corporations parties to the agreement of merger or
consolidation shall be a single corporation, which shall be:
(1) in case of a merger, the surviving corporation a party to the
agreement of merger into which it has been agreed the other
corporations parties to the agreement shall be merged, which
surviving corporation shall survive the merger; or
(2) in case of a consolidation, the new corporation into which
it has been agreed the corporations parties to the agreement of
consolidation shall be consolidated.
(b) The separate existence of all of the corporations parties to the
agreement of merger or consolidation, except the surviving
corporation in the case of a merger, shall cease.
(c) Such single corporation shall have all of the rights, privileges,
immunities, and powers and shall be subject to all of the duties
and liabilities of a corporation organized under this article.
(d) Such single corporation shall thereupon and thereafter possess
all the rights, privileges, immunities, powers, and franchises of a
public as well as of a private nature of each of the corporations so
merged or consolidated, and all property, real, personal, and
mixed, and all debts due on whatever account, including
subscriptions to shares of capital stock, and all other choses in
action and all and every other interest, of or belonging to or due
to each of the corporations so merged or consolidated shall be
taken and deemed to be transferred to and vested in such single
corporation without further act or deed, and the title to any real
estate, or any interest therein, under the laws of this state vested
in any of such corporations shall not revert or be in any way
impaired by reason of such merger or consolidation.
(e) Such single corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the
corporations so merged or consolidated in the same manner and
to the same extent as if such single corporation had itself incurred
the same or contracted therefor; any claim existing or action or
proceeding pending by or against any of such corporations may be
prosecuted to judgment as if such merger or consolidation had not
taken place, or such single corporation may be substituted in its
place. Neither the rights of creditors nor any liens upon the
property of any of such corporations shall be impaired by such
merger or consolidation, but such liens shall be limited to the
property upon which they were liens immediately prior to the time
of such merger or consolidation, unless otherwise provided in the
agreement of merger or consolidation.
(f) In case of a merger, the articles of incorporation of the
surviving corporation shall be supplanted and superseded to the
extent, if any, that any provision or provisions of such articles
shall be restated in the agreement of merger as provided by
section 3 of this chapter, and such articles of incorporation shall
be deemed to be thereby and to that extent amended; and in case
of a consolidation, the statements set forth in the agreement of
consolidation as provided in section 4 of this chapter shall be
deemed to be articles of incorporation of the new corporation
formed by such consolidation.
Formerly: Acts 1935, c.162, s.125. As amended by
P.L.252-1985, SEC.46.