§ 28-1-7-19 — Effect of merger or consolidation upon corporate structures, powers, privileges, and obligations

Indiana § 28-1-7-19

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7: Merger and Consolidation of Banks, Trust Companies,

Text

When any such merger or consolidation shall
have been effected, as provided in this chapter:
(1) the several corporations which are parties to the agreement of
merger or of consolidation shall be a single corporation, which
shall be:
(A) in case of a merger, the surviving corporation which is a
party to the agreement of merger into which it has been agreed
that the other corporations which are parties to the agreement
shall be merged, which surviving corporation shall survive the
merger; or
(B) in case of a consolidation, the new corporation into which
it has been agreed that the corporations which are parties to the
agreement of consolidation shall be consolidated;
(2) the separate existence of all the corporations which are parties
to the agreement of merger or consolidation, except the surviving
corporation in the case of a merger, shall cease;
(3) such single corporations 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 IC 28-1-4
(repealed July 1, 2022);
(4) such single corporation shall thereupon and thereafter possess
all of the rights, privileges, immunities, powers, and franchises
which such corporation would possess if it were organized under
the provisions of this article; 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;
(5) 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
such liabilities and obligations, or contracted therefor, and any
claim existing or any 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 and with the consent in writing of the
parties affected; and
(6) 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 2(d) of this chapter, and such articles of incorporation
shall be deemed to be thereby and to that extent amended. In case
of a consolidation, the statements set forth in the agreement of
consolidation, as provided in section 11(d) of this chapter, shall
be deemed to be the articles of incorporation of the new
corporation formed by such consolidation.
Formerly: Acts 1933, c.40, s.132. As amended by P.L.263-1985,
SEC.35; P.L.9-2022, SEC.55.