(a) When a mergerpursuant to G.S. 55A‑11‑01, 55A‑11‑06, or 55A‑11‑08takes effect:
(1) Each other mergingcorporation merges into the surviving corporation and the separate existence ofeach merging corporation except the surviving corporation ceases.
(2) The title to allreal estate and other property owned by each merging corporation is vested inthe surviving corporation without reversion or impairment subject to any andall conditions to which the property was subject prior to the merger.
(3) The survivingcorporation has all liabilities and obligations of each merging corporation.
(4) A proceeding pendingby or against any merging corporation may be continued as if the merger did notoccur or the surviving corporation may be substituted in the proceeding for amerging corporation whose separate existence ceases in the merger.
(5) If a domesticcorporation survives the merger, its articles of incorporation are amended tothe extent provided in the articles of merger.
(6) If a foreigncorporation or a foreign business corporation survives the merger, it isdeemed:
a. To agree that it maybe served with process in this State in any proceeding for enforcement (i) ofany obligation of any merging domestic corporation and (ii) of any obligationof the surviving foreign corporation or foreign business corporation arisingfrom the merger.
b. To have appointedthe Secretary of State as its agent for service of process in any proceedingfor enforcement as specified in sub‑subdivision a. of this subdivision.Service of process on the Secretary of State shall be made by delivering to,and leaving with, the Secretary of State, or with any clerk authorized by theSecretary of State to accept service of process, duplicate copies of the processand the fee required by G.S. 55A‑1‑22(b). Upon receipt of serviceof process on behalf of a surviving foreign corporation or foreign businesscorporation in the manner provided for in this section, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving foreign corporation or foreignbusiness corporation. If the surviving foreign corporation or foreign businesscorporation is authorized to transact business or conduct affairs in thisState, the address for mailing shall be its principal office designated in thelatest document filed with the Secretary of State that is authorized by law todesignate the principal office, or if there is no principal office on file, itsregistered office. If the surviving foreign corporation or foreign businesscorporation is not authorized to transact business or conduct affairs in thisState, the address for mailing shall be the mailing address designated pursuantto G.S. 55A‑11‑04(a)(2).
The merger shall not affectthe liability or absence of liability of any member of a merging corporationfor acts, omissions, or obligations of any merging corporation made or incurredprior to the effectiveness of the merger.
(b) In the case of amerger pursuant to G.S. 55A‑11‑06 or G.S. 55A‑11‑08,references in subsection (a) of this section to "corporation" shallinclude a domestic corporation, a foreign nonprofit corporation, a domesticbusiness corporation, and a foreign business corporation, as applicable. (1955, c. 1230; 1967, c. 950,s. 2; 1993, c. 398, s. 1; 1999‑369, s. 2.5; 2005‑268, s. 41; 2006‑264,s. 44(e).)
(a) When a mergerpursuant to G.S. 55A‑11‑01, 55A‑11‑06, or 55A‑11‑08takes effect:
(1) Each other mergingcorporation merges into the surviving corporation and the separate existence ofeach merging corporation except the surviving corporation ceases.
(2) The title to allreal estate and other property owned by each merging corporation is vested inthe surviving corporation without reversion or impairment subject to any andall conditions to which the property was subject prior to the merger.
(3) The survivingcorporation has all liabilities and obligations of each merging corporation.
(4) A proceeding pendingby or against any merging corporation may be continued as if the merger did notoccur or the surviving corporation may be substituted in the proceeding for amerging corporation whose separate existence ceases in the merger.
(5) If a domesticcorporation survives the merger, its articles of incorporation are amended tothe extent provided in the articles of merger.
(6) If a foreigncorporation or a foreign business corporation survives the merger, it isdeemed:
a. To agree that it maybe served with process in this State in any proceeding for enforcement (i) ofany obligation of any merging domestic corporation and (ii) of any obligationof the surviving foreign corporation or foreign business corporation arisingfrom the merger.
b. To have appointedthe Secretary of State as its agent for service of process in any proceedingfor enforcement as specified in sub‑subdivision a. of this subdivision.Service of process on the Secretary of State shall be made by delivering to,and leaving with, the Secretary of State, or with any clerk authorized by theSecretary of State to accept service of process, duplicate copies of the processand the fee required by G.S. 55A‑1‑22(b). Upon receipt of serviceof process on behalf of a surviving foreign corporation or foreign businesscorporation in the manner provided for in this section, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving foreign corporation or foreignbusiness corporation. If the surviving foreign corporation or foreign businesscorporation is authorized to transact business or conduct affairs in thisState, the address for mailing shall be its principal office designated in thelatest document filed with the Secretary of State that is authorized by law todesignate the principal office, or if there is no principal office on file, itsregistered office. If the surviving foreign corporation or foreign businesscorporation is not authorized to transact business or conduct affairs in thisState, the address for mailing shall be the mailing address designated pursuantto G.S. 55A‑11‑04(a)(2).
The merger shall not affectthe liability or absence of liability of any member of a merging corporationfor acts, omissions, or obligations of any merging corporation made or incurredprior to the effectiveness of the merger.
(b) In the case of amerger pursuant to G.S. 55A‑11‑06 or G.S. 55A‑11‑08,references in subsection (a) of this section to "corporation" shallinclude a domestic corporation, a foreign nonprofit corporation, a domesticbusiness corporation, and a foreign business corporation, as applicable. (1955, c. 1230; 1967, c. 950,s. 2; 1993, c. 398, s. 1; 1999‑369, s. 2.5; 2005‑268, s. 41; 2006‑264,s. 44(e).)
(a) When a mergerpursuant to G.S. 55A‑11‑01, 55A‑11‑06, or 55A‑11‑08takes effect:
(1) Each other mergingcorporation merges into the surviving corporation and the separate existence ofeach merging corporation except the surviving corporation ceases.
(2) The title to allreal estate and other property owned by each merging corporation is vested inthe surviving corporation without reversion or impairment subject to any andall conditions to which the property was subject prior to the merger.
(3) The survivingcorporation has all liabilities and obligations of each merging corporation.
(4) A proceeding pendingby or against any merging corporation may be continued as if the merger did notoccur or the surviving corporation may be substituted in the proceeding for amerging corporation whose separate existence ceases in the merger.
(5) If a domesticcorporation survives the merger, its articles of incorporation are amended tothe extent provided in the articles of merger.
(6) If a foreigncorporation or a foreign business corporation survives the merger, it isdeemed:
a. To agree that it maybe served with process in this State in any proceeding for enforcement (i) ofany obligation of any merging domestic corporation and (ii) of any obligationof the surviving foreign corporation or foreign business corporation arisingfrom the merger.
b. To have appointedthe Secretary of State as its agent for service of process in any proceedingfor enforcement as specified in sub‑subdivision a. of this subdivision.Service of process on the Secretary of State shall be made by delivering to,and leaving with, the Secretary of State, or with any clerk authorized by theSecretary of State to accept service of process, duplicate copies of the processand the fee required by G.S. 55A‑1‑22(b). Upon receipt of serviceof process on behalf of a surviving foreign corporation or foreign businesscorporation in the manner provided for in this section, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving foreign corporation or foreignbusiness corporation. If the surviving foreign corporation or foreign businesscorporation is authorized to transact business or conduct affairs in thisState, the address for mailing shall be its principal office designated in thelatest document filed with the Secretary of State that is authorized by law todesignate the principal office, or if there is no principal office on file, itsregistered office. If the surviving foreign corporation or foreign businesscorporation is not authorized to transact business or conduct affairs in thisState, the address for mailing shall be the mailing address designated pursuantto G.S. 55A‑11‑04(a)(2).
The merger shall not affectthe liability or absence of liability of any member of a merging corporationfor acts, omissions, or obligations of any merging corporation made or incurredprior to the effectiveness of the merger.
(b) In the case of amerger pursuant to G.S. 55A‑11‑06 or G.S. 55A‑11‑08,references in subsection (a) of this section to "corporation" shallinclude a domestic corporation, a foreign nonprofit corporation, a domesticbusiness corporation, and a foreign business corporation, as applicable. (1955, c. 1230; 1967, c. 950,s. 2; 1993, c. 398, s. 1; 1999‑369, s. 2.5; 2005‑268, s. 41; 2006‑264,s. 44(e).)
