Tennessee § 45-11-108 - Continuation of corporate entity.

§ 45-11-108. Continuation of corporate entity.

From and after the effective date of conversion, the resulting institution shall be deemed to be a continuation of the converting institution such that all property of the converting institution, including all right, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things and action, and all rights, privileges and interests, and assets of any conceivable value or benefit that are then existing, or pertaining to it, or that would inure to it, shall immediately be vested in and continue to be the property of the resulting institution, by act of law and without any conveyance or transfer or without further act or deed; and the institution shall have, hold and enjoy the property in its own right as fully and to the same extent as the property that was possessed, held and enjoyed by the converting institution; and, as of the effective date of the conversion, the resulting institution shall have and shall succeed to all the rights, obligations and relations of the converting institution. If the resulting institution is a savings and loan association or bank or a savings bank, it may continue to operate as branch offices all offices of the converting institution in existence or applications filed for branches pending approval by the appropriate authority. For the purpose of § 45-3-301 and chapter 2 of this title, the date chartered will be the date the converting institution was chartered prior to conversion. Any pending action or other judicial proceeding to which the converting institution is a party shall not be deemed to have been abated or to have been discontinued by reason of the conversion but may be prosecuted to a final judgment, order or decree in the same manner as if the action had not been taken; and the institution resulting from the conversion may continue the action in its new name; and any judgment, order or decree may be rendered for or against it that might have been rendered for or against the converting institution previously involved in the judicial proceeding. The resulting institution shall be liable for all obligations of the converting institution that existed prior to the action; and the action taken shall not prejudice the right of a creditor of the converting institution to have its debts paid out of the assets throughout, nor shall the creditor be deprived of, or prejudiced in, any action against the officers, directors, incorporators or members of the converting institution for neglect or misconduct. Acts 1985, ch. 174, § 2; 1985, ch. 268, § 2; 1991, ch. 33, § 3. Compiler's Notes. Section 45-3-301, referred to in this section, was repealed by Acts 1990, ch. 624, and new provisions were substituted therefor.