§ 2-2-309 - Continuance of association existence for title transfers.
2-2-309. Continuance of association existence for title transfers.
(a) (1) The existence of each constituent association which has been dissolved through merger or consolidation shall be continued indefinitely without franchise tax liability for the limited purpose of enabling the constituent association to execute through its own officers formal deeds, conveyances, assignments, and other instruments evidencing the transfer from the constituent to the surviving association or new association created by consolidation of any or all properties, real and personal, which have passed from the constituent to the surviving or consolidated association by operation of law.
(2) The execution of any instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated association, inasmuch as the transfer will take effect through operation of law, but the power to execute the instruments is given to the end that it may be exercised:
(A) In respect to properties located in foreign jurisdictions which may not recognize a transmittal of title by operation of law under the merger and consolidation statutes of this state; and
(B) In any other situation where the directors of the surviving or consolidated association consider the execution of the instruments desirable.
(b) (1) This state will recognize and give effect to a transfer of personal property having a situs in this state which is effected by operation of the laws of another state through a merger or consolidation at any time conducted under the laws of the other state.
(2) (A) This state will recognize and give effect to a transfer of title to real estate located in this state effected by operation of law through a merger or consolidation conducted under laws of one (1) or more other states. This transfer shall be done on condition that a copy of the agreement of merger or consolidation, executed between the merging or consolidating associations and certified by the secretary of state of the state in which the surviving or consolidated association is domiciled, shall be filed for record with the Secretary of State of this state.
(B) The Secretary of State of this state shall receive the filing whether the surviving or consolidated association does or does not desire to be admitted to this state.