A merger or consolidation makes the parties one corporation, ends the separate existence of the constituents (with a merger survivor exception), transfers rights and assets to the survivor or new corporation, and leaves the surviving or new corporation responsible for the merged entities’ liabilities subject to stated exceptions.
§246. Effect of merger or consolidation Upon the effectiveness of the merger or consolidation, the effect thereof shall be that: A. The several parties to the joint agreement shall be one nonprofit, business or foreign corporation, which shall be (1) In the case of merger, that one of the constituent nonprofit, business or foreign corporations into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose, or (2) In the case of consolidation, the new nonprofit, business or foreign corporation into which it has been agreed that the others shall be consolidated. B. The separate existence of the constituent nonprofit, business and foreign corporations shall cease, except that of the surviving nonprofit, business or foreign corporation in the case of merger. C. The surviving or new nonprofit, business or foreign corporation shall possess all the rights, privileges and franchises possessed by each of the former nonprofit, business and foreign corporations so merged or consolidated, except that a surviving or new nonprofit corporation shall not thereby acquire authority to engage in any business or exercise any right, or to engage in or to exercise any function or object for which a corporation may not be formed under this Chapter. D. All of the property and assets of whatsoever kind or description of each of the constituent nonprofit, business or foreign corporations, all donations and grants in trust or otherwise to them, and all debts due on whatever account to any of them, including subscriptions for shares and other choses in action belonging to any of them, shall be taken and be deemed to be transferred to, and vested in, the surviving or new nonprofit, business or foreign corporation without further act or deed. E. The surviving or new nonprofit, business or foreign corporation shall be responsible for all of the liabilities and obligations of each of the nonprofit, business and foreign corporations merged or consolidated, in the same manner as if such surviving or new corporation had itself incurred such liabilities or obligations; but the liabilities of such constituent corporations or of their members, shareholders, directors or officers shall not be affected, nor shall the rights of the creditors thereof, or of any person dealing with such corporations, be impaired by such merger or consolidation; and any claim existing, or action or proceeding pending, by or against any of such constituent corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or the surviving or new corporation may be proceeded against, or substituted, in place of such constituent corporation. F. In the case of a merger, the articles of the surviving nonprofit corporation shall be deemed amended to the extent of any changes therein stated in the merger agreement. G. Any personal liability of members of any joint-stock or other unincorporated association shall remain personal to such members and shall not become the liability of any subsequent transferee of shares, or of any other member, of the surviving or new nonprofit corporation. Acts 1968, No. 105, §1.