§ 17-16-1113 — Effect of consolidation

Wyoming § 17-16-1113

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 11: MERGER, SHARE EXCHANGE, CONSOLIDATION AND

Text

(a) A consolidation becomes effective upon filing by the
secretary of state, or on a later date, not more than thirty
(30) days subsequent to filing the plan with the secretary of
state, as shall be provided in the plan.
(b) When a consolidation takes effect:
(i) The several corporations party to the plan of
consolidation are a single corporation, which is the new
corporation provided for in the plan of consolidation;
(ii) The separate existence of all corporations party
to the plan of consolidation except the new corporation ceases;
(iii) The new corporation has all the rights,
privileges, immunities and powers and is subject to all the
duties and liabilities of a corporation organized under this
act;
(iv) The new corporation has all the rights,
privileges, immunities and franchises, public or private, of
each corporation party to the plan of consolidation. The title
to all real estate and other property owned by each corporation
party to the plan of consolidation is vested in the new
corporation without reversion or impairment;
(v) The new corporation has all the liabilities and
obligations of each corporation party to the plan of
consolidation. Any claim existing or proceeding pending by or
against any corporation party to the plan of consolidation may
be continued as if the consolidation did not occur or the new
corporation may be substituted for the corporation whose
existence ceased. Neither the rights of creditors nor any liens
upon the property of any corporation party to the plan of
consolidation shall be impaired by the consolidation;
(vi) The statements set forth in the articles of
consolidation and which are required or permitted to be set
forth in the articles of incorporation of corporations organized
under this act shall be deemed to be the original articles of
incorporation of the new corporation;
(vii) The shares of each corporation party to the
plan of consolidation that are to be converted into shares,
obligations or other securities of the new corporation or into
cash or other property are converted, and the former holders of
the shares are entitled only to the rights provided in the plan
of consolidation or to their rights under article 13 of this
act.