SECTIONS 12550-12552

12550.  (a) Upon merger pursuant to this chapter the separateexistences of the disappearing parties to the merger cease and thesurviving party to the merger shall succeed, without other transfer,to all the rights and property of each of the disappearing parties tothe merger and shall be subject to all the debts and liabilities ofeach and trust obligations upon the property of a disappearing partyin the same manner as if incurred by the surviving party to themerger. (b) All rights of creditors and all liens and trusts upon orarising from the property of each of the constituent corporations andother parties to the merger shall be preserved unimpaired, providedthat these liens and trust obligations upon property of adisappearing party shall be limited to the property affected therebyimmediately prior to the time the merger is effective. (c) Any action or proceeding pending by or against anydisappearing corporation or other party to the merger may beprosecuted to judgment, which shall bind the surviving party to themerger, or the surviving party to the merger may be proceeded againstor substituted in its place.12550.5.  (a) Upon merger pursuant to this chapter, a survivingdomestic or foreign corporation or other business entity shall bedeemed to have assumed the liability of each disappearing domestic orforeign corporation or other business entity that is taxed underPart 10 (commencing with Section 17001) of, or under Part 11(commencing with Section 23001) of, Division 2 of the Revenue andTaxation Code for the following: (1) To prepare and file, or to cause to be prepared and filed, taxand information returns otherwise required of that disappearingentity as specified in Chapter 2 (commencing with Section 18501) ofPart 10.2 of Division 2 of the Revenue and Taxation Code. (2) To pay any tax liability determined to be due. (b) If the surviving entity is a domestic limited liabilitycompany, domestic corporation, or registered limited liabilitypartnership or a foreign limited liability company, foreign limitedliability partnership, or foreign corporation that is registered orqualified to do business in California, the Secretary of State shallnotify the Franchise Tax Board of the merger.12551.  Whenever a domestic or foreign corporation or other businessentity (Section 12242.5) having any real property in this statemerges with another domestic or foreign corporation or other businessentity pursuant to the laws of this state or of the state or placein which any constituent party to the merger was organized, and thelaws of the state or place of organization (including this state) ofany disappearing party to the merger provide substantially that themaking and filing of the agreement of merger vests in the survivingparty to the merger all the real property of any disappearing partyto the merger, the filing for record in the office of the countyrecorder of any county in this state in which any of the realproperty of the disappearing party to the merger is located of either(a) a certificate prescribed by the Secretary of State, or (b) acopy of the agreement of merger or certificate of merger, certifiedby the Secretary of State or an authorized public official of thestate or place pursuant to the laws of which the merger is effected,shall evidence record ownership in the surviving party to the mergerof all interest of the disappearing party to the merger in and to thereal property located in that county.12552.  Any bequest, devise, gift, grant, or promise contained in awill or other instrument of donation, subscription, or conveyance,which is made to a constituent corporation and which takes effect orremains payable after the merger, inures to the surviving party tothe merger.