State Codes and Statutes

Statutes > New-jersey > Title-17 > Section-17-27 > 17-27-5

17:27-5.  Rights, franchises and interests transferred on merger; obligations and liabilities;  rights of creditors and pending actions unaffected;  taxation    Upon such merger or consolidation, all the rights, franchises, and interests  of the corporations so merging or consolidating in and to every species of  property and things in action belonging to them, or either of them, shall be  deemed to be transferred to and vest in the corporation resulting from such  merger or consolidation, without any other deed or transfer, and the merged or  consolidated corporation shall hold and enjoy the same to the same extent as if  the merging or consolidating corporations, or either of them, had continued to  retain their titles and transact business. The merged or consolidated  corporation shall succeed to all the obligations and liabilities of the merging  or consolidating corporations, or either of them, and shall be held liable to  pay and discharge all such debts and liabilities in the same manner as though  they had been incurred or contracted by it.  The stockholders of the merging or consolidating corporations shall continue subject to all the liabilities, claims and demands, existing against them, or either of them, before such merger or consolidation took place.  Any action or proceeding pending at the time of the consummation of the merger or consolidation in which either or all  of the merging or consolidating corporations may be a party, shall not abate or  discontinue by reason of the merger or consolidation, but the same may be  prosecuted to final judgment in the same manner as if the merger or consolidation had not taken place;  or the merged or consolidated corporation  may be substituted in place of any corporation involved in such merger or  consolidation by order of the court in which the action or proceeding may be  pending.  So far as they may be applicable, the provisions of this section  shall apply to all corporations heretofore merged or consolidated.  If the  domicile of the corporation formed by or resulting from such merger or  consolidation between a domestic corporation or corporations and a foreign  corporation or corporations shall by the agreement be fixed or located in this  State, such resulting domestic corporation shall thereafter, in addition to all  other taxes now or hereafter required to be paid by domestic insurance  companies, pay a tax in the same amount and manner as required of foreign  insurance companies by sections 17:32-7, 54:17-1 to 3, and 54:18-1 to 7.

     Amended by L.1938, c. 259, p. 577, s. 5.