Massachusetts § 46C - Effect of consolidation

§ 46C. Effect of consolidation

Section 46C. Upon the filing of the articles of consolidation with the state secretary, all of the estate, property, rights, privileges, powers and franchises of the constituent corporations and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and other choses in action belonging to any of them, shall be transferred to and vested in the consolidated corporation, without further act or deed, and all claims, demands, property and other interest shall be the property of the consolidated corporation, and the title to all real estate, vested in any of the constituent corporations, shall not revert or be in any way impaired by reason of the consolidation, but shall be vested in the consolidated corporation.

The rights of creditors of any constituent corporation shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against such corporation, or any stockholder or officer thereof, be released or impaired, by any such consolidation, but such consolidated corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such consolidated corporation had itself incurred such liabilities or obligations. The stockholders and officers of the constituent corporations shall continue subject to all the liabilities, claims and demands existing against them as such at or before the consolidation and no action or proceeding then pending before any court or tribunal in which any constituent corporation is a party, or in which any such stockholder or officer is a party, shall abate or be discontinued by reason of such consolidation, but may be prosecuted to final judgment as though no consolidation had taken place, or such consolidated corporation may be substituted as a party in place of any constituent corporation by the court in which such action or proceeding is pending.