Utah § 3-1-37 - Effect of merger or consolidation.
Full text of Utah Utah Code § 3-1-37 — Effect of merger or consolidation., with citation guidance and answers to common questions.
§ 3-1-37. Effect of merger or consolidation.
3-1-37.
Effect of merger or consolidation.
(1)
After the certificate of merger or consolidation is issued by the Division of Corporations and Commercial Code, the merger or consolidation shall be effected.
(2)
When the merger or consolidation has been effected:
(a)
The associations or corporations which are parties to the plan of merger or consolidation shall be a single corporation designated in the plan of merger or consolidation as the surviving or new corporation.
(b)
The separate existence of all associations and corporations which are parties to the merger or consolidation, except the surviving or new corporation, shall cease.
(c)
The surviving or new corporation shall have all of the rights, privileges, immunities, and powers and be subject to all the duties and liabilities of a corporation organized under this chapter or under the Utah Nonprofit Corporation and Cooperative Association Act, whichever act or chapter is specified in the plan of merger or consolidation.
(d)
(i)
The surviving or new corporation shall possess all rights, privileges, immunities, and franchises of each of the merging associations and corporations.
(ii)
All property, debts due, including subscriptions to shares, all other choses in action, and all interests of each of the associations and corporations merged or consolidated, shall be taken, transferred to, and vested in the single corporation immediately.
(iii)
The title to or interest in any real estate vested in any of the associations or corporations may not revert or be in any way impaired by the merger or consolidation.
(e)
(i)
The surviving or new corporation shall be responsible and liable for all the liabilities and obligations of each of the associations and corporations which merged or consolidated.
(ii)
Any claim existing or action or proceeding pending by or against any of the associations and corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place.
(iii)
The rights of creditors or any liens upon the property of any association or corporation may not be impaired by the merger or consolidation.
(f)
The articles of incorporation of the surviving or new corporation may be amended, if changes in the articles of incorporation are stated in the plan of merger or consolidation.
Section 3-1-37 ("Effect of merger or consolidation.") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Utah § 3-1-37?
A common citation format is "Utah Code § 3-1-37" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Utah law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.
How does Utah § 3-1-37 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.
