Indiana § 28-1-7-19 - Effect of merger or consolidation upon corporate structures, powers, privileges, and obligations

§ 28-1-7-19. Effect of merger or consolidation upon corporate structures, powers, privileges, and obligations

Sec. 19. When any such merger or consolidation shall have been effected, as provided in this chapter:

(1) the several corporations which are parties to the agreement of merger or of consolidation shall be a single corporation, which shall be:

(A) in case of a merger, the surviving corporation which is a party to the agreement of merger into which it has been agreed that the other corporations which are parties to the agreement shall be merged, which surviving corporation shall survive the merger; or

(B) in case of a consolidation, the new corporation into which it has been agreed that the corporations which are parties to the agreement of consolidation shall be consolidated;

(2) the separate existence of all the corporations which are parties to the agreement of merger or consolidation, except the surviving corporation in the case of a merger, shall cease;

(3) such single corporations shall have all of the rights, privileges, immunities, and powers and shall be subject to all of the duties and liabilities of a corporation organized under IC 28-1-4 (repealed July 1, 2022);

(4) such single corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, powers, and franchises which such corporation would possess if it were organized under the provisions of this article; all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed, and the title to any real estate, or any interest therein, under the laws of this state vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation;

(5) such single corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated, in the same manner and to the same extent as if such single corporation had itself incurred such liabilities and obligations, or contracted therefor, and any claim existing or any action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such single corporation may be substituted in its place; neither the rights of creditors nor any liens upon the property of any of such corporations shall be impaired by such merger or consolidation, but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger or consolidation, unless otherwise provided in the agreement of merger or consolidation and with the consent in writing of the parties affected; and

(6) in case of a merger, the articles of incorporation of the surviving corporation shall be supplanted and superseded to the extent, if any, that any provision or provisions of such articles shall be restated in the agreement of merger as provided by section 2(d) of this chapter, and such articles of incorporation shall be deemed to be thereby and to that extent amended. In case of a consolidation, the statements set forth in the agreement of consolidation, as provided in section 11(d) of this chapter, shall be deemed to be the articles of incorporation of the new corporation formed by such consolidation.

Formerly: Acts 1933, c.40, s.132. As amended by P.L.263-1985, SEC.35; P.L.9-2022, SEC.55.