17-6709.Merger or consolidation ineffective until
fees paid; status, rights, privileges, powers, franchises, restrictions, debts,
duties and liabilities of constituent and surviving or resulting
corporations following merger or consolidation; merger of banks or trust
companies.
(a) No merger or consolidation shall become effective under this act until
all corporate fees due to or assessable by the state have been
paid by the constituent corporations. Any fees or taxes which become due to
or assessable by the state with respect to any such constituent
corporation, subsequent to the merger or consolidation, shall become the
debt of the resulting or surviving corporation. When any merger or
consolidation has become effective under this act, for
all purposes of the laws of this state the separate existence of all the
constituent corporations, or of all such constituent corporations except the
one into which the other or others of such constituent corporations have been
merged, as the case may be, shall cease and the constituent corporations
shall become a new corporation, or be merged into one of such corporations,
as the case may be, possessing all the rights, privileges, powers and
franchises as well of a public as of a private nature, and being subject to
all the restrictions, disabilities and duties of each of such corporations
so merged or consolidated; and all and singular, the rights, privileges,
powers and franchises of each of such corporations, and all
property, real, personal and mixed, and all debts due to any of such
constituent
corporations on whatever account, as well for stock subscriptions as all
other things in action or belonging to each of such corporations shall be
vested in the corporation surviving or resulting from such merger or
consolidation; and all property, rights, privileges, powers and franchises,
and all and every other interest shall be thereafter as effectually the
property of the surviving or resulting corporation as they were of the
several and respective constituent corporations, and the title to any real
estate vested by deed or otherwise, under the laws of this state, in any of
such constituent corporations, shall not revert or be in any way impaired
by reason of this act; but all rights of creditors and all liens upon any
property of any of such constituent corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the respective
constituent corporations shall thenceforth attach to such surviving or
resulting corporation, and may be enforced against it to the same extent as
if 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 any
order or action on the part of any court or otherwise, all appointments,
designations and nominations, and all other rights and interests as
trustee, executor, administrator, registrar of stocks and bonds, guardian
of estates, assignee, receiver, trustee of estates of persons mentally ill
and in every other fiduciary capacity, shall be automatically vested in the
corporation surviving such merger, except that
any party in interest shall have the right to apply to an appropriate
court or tribunal for a determination as to whether the surviving corporation
shall continue to serve in the same fiduciary capacity as the merged
corporation, 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.
17-6709.Merger or consolidation ineffective until
fees paid; status, rights, privileges, powers, franchises, restrictions, debts,
duties and liabilities of constituent and surviving or resulting
corporations following merger or consolidation; merger of banks or trust
companies.
(a) No merger or consolidation shall become effective under this act until
all corporate fees due to or assessable by the state have been
paid by the constituent corporations. Any fees or taxes which become due to
or assessable by the state with respect to any such constituent
corporation, subsequent to the merger or consolidation, shall become the
debt of the resulting or surviving corporation. When any merger or
consolidation has become effective under this act, for
all purposes of the laws of this state the separate existence of all the
constituent corporations, or of all such constituent corporations except the
one into which the other or others of such constituent corporations have been
merged, as the case may be, shall cease and the constituent corporations
shall become a new corporation, or be merged into one of such corporations,
as the case may be, possessing all the rights, privileges, powers and
franchises as well of a public as of a private nature, and being subject to
all the restrictions, disabilities and duties of each of such corporations
so merged or consolidated; and all and singular, the rights, privileges,
powers and franchises of each of such corporations, and all
property, real, personal and mixed, and all debts due to any of such
constituent
corporations on whatever account, as well for stock subscriptions as all
other things in action or belonging to each of such corporations shall be
vested in the corporation surviving or resulting from such merger or
consolidation; and all property, rights, privileges, powers and franchises,
and all and every other interest shall be thereafter as effectually the
property of the surviving or resulting corporation as they were of the
several and respective constituent corporations, and the title to any real
estate vested by deed or otherwise, under the laws of this state, in any of
such constituent corporations, shall not revert or be in any way impaired
by reason of this act; but all rights of creditors and all liens upon any
property of any of such constituent corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the respective
constituent corporations shall thenceforth attach to such surviving or
resulting corporation, and may be enforced against it to the same extent as
if 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 any
order or action on the part of any court or otherwise, all appointments,
designations and nominations, and all other rights and interests as
trustee, executor, administrator, registrar of stocks and bonds, guardian
of estates, assignee, receiver, trustee of estates of persons mentally ill
and in every other fiduciary capacity, shall be automatically vested in the
corporation surviving such merger, except that
any party in interest shall have the right to apply to an appropriate
court or tribunal for a determination as to whether the surviving corporation
shall continue to serve in the same fiduciary capacity as the merged
corporation, 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.
17-6709.Merger or consolidation ineffective until
fees paid; status, rights, privileges, powers, franchises, restrictions, debts,
duties and liabilities of constituent and surviving or resulting
corporations following merger or consolidation; merger of banks or trust
companies.
(a) No merger or consolidation shall become effective under this act until
all corporate fees due to or assessable by the state have been
paid by the constituent corporations. Any fees or taxes which become due to
or assessable by the state with respect to any such constituent
corporation, subsequent to the merger or consolidation, shall become the
debt of the resulting or surviving corporation. When any merger or
consolidation has become effective under this act, for
all purposes of the laws of this state the separate existence of all the
constituent corporations, or of all such constituent corporations except the
one into which the other or others of such constituent corporations have been
merged, as the case may be, shall cease and the constituent corporations
shall become a new corporation, or be merged into one of such corporations,
as the case may be, possessing all the rights, privileges, powers and
franchises as well of a public as of a private nature, and being subject to
all the restrictions, disabilities and duties of each of such corporations
so merged or consolidated; and all and singular, the rights, privileges,
powers and franchises of each of such corporations, and all
property, real, personal and mixed, and all debts due to any of such
constituent
corporations on whatever account, as well for stock subscriptions as all
other things in action or belonging to each of such corporations shall be
vested in the corporation surviving or resulting from such merger or
consolidation; and all property, rights, privileges, powers and franchises,
and all and every other interest shall be thereafter as effectually the
property of the surviving or resulting corporation as they were of the
several and respective constituent corporations, and the title to any real
estate vested by deed or otherwise, under the laws of this state, in any of
such constituent corporations, shall not revert or be in any way impaired
by reason of this act; but all rights of creditors and all liens upon any
property of any of such constituent corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the respective
constituent corporations shall thenceforth attach to such surviving or
resulting corporation, and may be enforced against it to the same extent as
if 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 any
order or action on the part of any court or otherwise, all appointments,
designations and nominations, and all other rights and interests as
trustee, executor, administrator, registrar of stocks and bonds, guardian
of estates, assignee, receiver, trustee of estates of persons mentally ill
and in every other fiduciary capacity, shall be automatically vested in the
corporation surviving such merger, except that
any party in interest shall have the right to apply to an appropriate
court or tribunal for a determination as to whether the surviving corporation
shall continue to serve in the same fiduciary capacity as the merged
corporation, 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.