17-1639.   When mergers effective; rights and liabilities to survivingassociation.No merger or consolidation shall become effective under thisact until all corporate fees and taxes due to or assessable by the state havebeen paid by the constituent associations or corporations. Any fees or taxeswhich become due to or assessable by the state with respect to any suchconstituent, subsequent to the merger or consolidation, shall become the debtof the resulting or surviving association or corporation. When any merger orconsolidation shall have become effective under this act, for all purposes ofthe laws of this state the separate existence of all constituent associationsor corporations, or of all such constituents except the one into which theother or others of such constituents have been merged, shall cease and theconstituents shall become a new association or corporation, or be merged intoone of such associations or corporations, possessing all rights, privileges,powers and franchises of a public as well as of a private nature.Such associations or corporations shall be subject to all the restrictions,disabilities and duties of each of such associations or corporations so mergedor consolidated. The rights, privileges, powers and franchises of each of suchassociations or corporations; property, real, personal and mixed; debts dueto any of such constituents on whatever account; and stock subscriptions as allother things in action or belonging to each of such associations orcorporations shall be vested in the association or corporation surviving orresulting from such merger or consolidation. All property, rights, privileges,powers and franchises, and every other interest shall be thereafter aseffectually the property of the surviving or resulting association orcorporation as such associations or corporations were of the several andrespective constituents, and the title to any real estate vested by deed orotherwise, under the laws of this state, in any of such constituents, shall notrevert or be in any way impaired by reason of this act. All rights of creditorsand all liens upon this property of any of such constituents shall be preservedunimpaired, and all debts, liabilities and duties of the respectiveconstituents shall attachto such surviving or resulting association or corporation, and may be enforcedagainst theassociation or corporation to the same extent as if such debts, liabilities andduties hadbeen incurred or contracted by the association or corporation.

      History:   L. 1991, ch. 74, § 3; May 30.