§ 7-16-63. Effects of merger or consolidation.
Following the consummation of a merger or consolidation in which the surviving entity
or the new entity is to be governed by the laws of this state:
(1) The constituent entities party to the plan of merger or consolidation shall be a single
entity, which, in the case of a merger shall be the entity designated in the plan
of merger as the surviving entity, and, in the case of a consolidation, shall be the
new entity provided for in the plan of consolidation.
(2) The separate existence of each constituent entity party to the plan of merger or consolidation,
except the surviving entity or the new entity, shall cease.
(3) The surviving entity or the new entity shall at that time and subsequently possess
all the rights, privileges, immunities, powers, and franchises, of a public as well
as a private nature, of each constituent entity and is subject to all the restrictions,
disabilities, and duties of each of the constituent entities to the extent the rights,
privileges, immunities, powers, franchises, restrictions, disabilities, and duties
are applicable to the form of existence of the surviving entity or the new entity.
(4) All property, real, personal and mixed, and all debts due on whatever account, including
promises to make capital contributions and subscriptions for shares, and all other
choices in action, and all and every other interest of or belonging to or due to each
of the constituent entities are vested in the surviving entity or the new entity without
further act or deed.
(5) The title to all real estate and any interest in real estate vested in any constituent
entity does not revert or become in any way impaired because of the merger or consolidation.
(6) The surviving entity or the new entity is responsible and liable for all liabilities
and obligations of each of the merged or consolidated constituent entities, and any
claim existing or action or proceeding pending by or against any constituent entity
may be prosecuted as if the merger or consolidation had not taken place, or the surviving
entity or the new entity may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any constituent entity
are impaired by the merger or consolidation.
(8) In the case of a merger, depending upon whether the surviving entity is a limited
liability company, a domestic corporation, or a domestic limited partnership, the
articles of organization of the limited liability company, articles of incorporation
of the corporation, or certificate of limited partnership of the limited partnership
shall be amended to the extent provided in the articles of merger.
(9) In the case of a consolidation where the new entity is domestic, the statements set
forth in the articles of consolidation and that are required or permitted to be set
forth in the articles of organization, articles of incorporation, or certificate of
limited partnership of the new domestic entity, are deemed to be the original articles
of organization, articles of incorporation, or certificate of limited partnership
of the new domestic entity.
(10) Unless otherwise agreed in the partnership agreement of a domestic limited partnership,
a merger or consolidation in which a domestic limited partnership is a constituent
entity, including a merger or consolidation in which a domestic limited partnership
is not the surviving entity or the new entity, does not require the domestic limited
partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.
(11) The membership or other interests in a limited liability company, shares or other
interests in a corporation, partnership or other interests in a limited partnership
that is a constituent entity that are to be converted or exchanged into interests,
shares or other securities, cash, obligations or other property under the terms of
the articles of merger or consolidation are converted, and their former holders are
entitled only to the rights provided in the articles of merger or consolidation or
the rights otherwise provided by law.
(12) Nothing in this chapter abridges or impairs any rights that may otherwise be available
to the members or shareholders or other holders of an interest in any constituent
entity under applicable law.