17-6709.   Merger or consolidation ineffective untilfees paid; status, rights, privileges, powers, franchises, restrictions, debts,duties and liabilities of constituent and surviving or resultingcorporations following merger or consolidation; merger of banks or trustcompanies.(a) No merger or consolidation shall become effective under this act untilall corporate fees due to or assessable by the state have beenpaid by the constituent corporations. Any fees or taxes which become due toor assessable by the state with respect to any such constituentcorporation, subsequent to the merger or consolidation, shall become thedebt of the resulting or surviving corporation. When any merger orconsolidation has become effective under this act, forall purposes of the laws of this state the separate existence of all theconstituent corporations, or of all such constituent corporations except theone into which the other or others of such constituent corporations have beenmerged, as the case may be, shall cease and the constituent corporationsshall become a new corporation, or be merged into one of such corporations,as the case may be, possessing all the rights, privileges, powers andfranchises as well of a public as of a private nature, and being subject toall the restrictions, disabilities and duties of each of such corporationsso merged or consolidated; and all and singular, the rights, privileges,powers and franchises of each of such corporations, and allproperty, real, personal and mixed, and all debts due to any of suchconstituentcorporations on whatever account, as well for stock subscriptions as allother things in action or belonging to each of such corporations shall bevested in the corporation surviving or resulting from such merger orconsolidation; and all property, rights, privileges, powers and franchises,and all and every other interest shall be thereafter as effectually theproperty of the surviving or resulting corporation as they were of theseveral and respective constituent corporations, and the title to any realestate vested by deed or otherwise, under the laws of this state, in any ofsuch constituent corporations, shall not revert or be in any way impairedby reason of this act; but all rights of creditors and all liens upon anyproperty of any of such constituent corporations shall be preservedunimpaired, and all debts, liabilities and duties of the respectiveconstituent corporations shall thenceforth attach to such surviving orresulting corporation, and may be enforced against it to the same extent asif such debts, liabilities and duties had been incurred or contracted by it.

      (b)   In the case of a merger of banks or trust companies, without anyorder or action on the part of any court or otherwise, all appointments,designations and nominations, and all other rights and interests astrustee, executor, administrator, registrar of stocks and bonds, guardianof estates, assignee, receiver, trustee of estates of persons mentally illand in every other fiduciary capacity, shall be automatically vested in thecorporation surviving such merger, except thatany party in interest shall have the right to apply to an appropriatecourt or tribunal for a determination as to whether the surviving corporationshall continue to serve in the same fiduciary capacity as the mergedcorporation, or whether a new and different fiduciary should be appointed.

      History:   L. 1972, ch. 52, § 87;L. 1973, ch. 100, § 7;L. 1988, ch. 99, § 46;Revived and amend., L. 1988, ch. 100, § 46;L. 2005, ch. 157, § 8; Jan. 1, 2006.