New Jersey § 14a:13-13

§ 14a:13-13.

(1) As used in this section, unless the context clearly requires otherwise: (a) “ Surviving foreign corporation ” means a foreign corporation into which one or more other foreign corporations have

merged. (b) “ New foreign corporation ” means a foreign corporation formed by the consolidation of two or more other foreign

corporations. (c) “ Certificate of merger ” means the instrument, by whatever name it is called, filed or issued under any statute

to merge one or more foreign corporations into another foreign corporation. (d) “ Certificate of consolidation ” means the instrument, by whatever name it is called, filed or issued under any statute

to consolidate two or more foreign corporations into a new foreign corporation. (e) “ Certified copy ”, when used with reference to a certificate of merger or a certificate of consolidation,

means a copy of the certificate of merger or of the certificate of consolidation,

as the case may be, which was filed in or issued by the jurisdiction of the surviving

corporation, as the case may be, to make the merger or consolidation effective, certified

by the official of such jurisdiction having custody of its records pertaining to corporations. (2) Whenever a foreign corporation shall merge into or consolidate with another foreign

corporation, and a certified copy of the certificate of merger or certificate of consolidation,

as the case may be, is filed in the office of the secretary of state of New Jersey,

any and all real property in New Jersey and any and all interests therein, owned by

each of the merging or consolidating foreign corporations, shall be deemed to have

been vested in the surviving foreign corporation or the new foreign corporation, as

the case may be, upon the effective date of the merger or consolidation, without further

act or deed. Such merger or consolidation shall be valid and effectual to vest title to such

real property and interests therein in the surviving foreign corporation or the new

foreign corporation, as the case may be, as fully and completely as if regularly conveyed

to it by deed. (3) The provisions of this section shall apply to every merger and to every consolidation

of foreign corporations which became effective before the effective date of this act,

as well as to every merger and every consolidation of foreign corporations which shall

become effective after the effective date of this act, whether the certified copy

of the certificate of merger or of the certificate of consolidation, as the case may

be, was filed in the office of the secretary of state of New Jersey before the effective

date of this act or shall be so filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective

before the effective date of this act, the title of each surviving foreign corporation

and of each new foreign corporation to all real property in New Jersey and to all

interests in real property in New Jersey which at the time of the merger or consolidation

was owned by each foreign corporation which was a party to the merger or consolidation

is hereby confirmed and made valid and effectual, provided a certified copy of the

certificate of consolidation, as the case may be, is filed in the office of the secretary

of state of New Jersey.