Sec. 33-820. Effect of merger or share exchange.
Sec. 33-820. Effect of merger or share exchange. (a) When a merger becomes
effective:
(1) The corporation or other entity that is designated in the certificate of merger as
the survivor continues or comes into existence, as the case may be;
(2) The separate existence of every corporation or other entity that is merged into
the survivor ceases;
(3) All liabilities of each corporation or other entity that is merged into the survivor
are vested in the survivor;
(4) All property owned by, and every contract right possessed by, each corporation
or other entity that merges into the survivor is vested in the survivor without reversion
or impairment;
(5) The name of the survivor may, but need not be, substituted in any pending
proceeding for the name of any party to the merger whose separate existence ceased in
the merger;
(6) The certificate of incorporation or organizational documents of the survivor are
amended to the extent provided in the certificate of merger;
(7) The certificate of incorporation or organizational documents of a survivor that
is created by the merger become effective; and
(8) The shares of each corporation that is a party to the merger, and the interests in
an other entity that is a party to a merger, that are to be converted under the plan of
merger into shares or other securities, interests, obligations, rights to acquire shares or
other securities, cash or other property, or any combination thereof, are converted, and
the former holders of such shares or interests are entitled only to the rights provided to
them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.
(b) When a share exchange becomes effective, the former holders of shares of each
domestic corporation that are to be exchanged for shares or other securities, interests,
obligations, rights to acquire shares or other securities, cash or other property, or any
combination thereof, are entitled only to the rights provided to them in the plan of share
exchange or to any rights they may have under sections 33-855 to 33-879, inclusive.
(c) Any shareholder of a domestic corporation that is a party to a merger or a share
exchange and, prior to the merger or the share exchange, was liable for the liabilities
or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.
(d) Upon a merger becoming effective, a foreign corporation, or a foreign other
entity, that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the
State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal
rights; and (2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive.
(P.A. 94-186, S. 137, 215; P.A. 96-271, S. 107, 254; P.A. 03-18, S. 23.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation in Subdiv. (5) and "articles" of merger with "certificate" of merger in Subdiv. (6) and
amended Subsec. (b) to replace "articles" of share exchange with "certificate" of share exchange, effective January 1,
1997; P.A. 03-18 amended Subsec. (a) by replacing "takes effect" with "becomes effective", deleting former Subdivs. (1)
to (6) and adding new Subdivs. (1) to (8) re when a merger becomes effective, amended Subsec. (b) by deleting provisions
re exchange of shares of acquired corporation as provided in plan when share exchange takes effect, adding provisions re
rights of former holders of shares of domestic corporation that are to be exchanged when share exchange becomes effective,
and replacing "exchange rights provided" with "rights provided to them", "certificate" with "plan", "their rights" with
"any rights they may have" and "33-872" with "33-879", added Subsec. (c) re shareholder liabilities and obligations, and
added Subsec. (d) re foreign corporation or other entity that is the survivor, effective July 1, 2003.
Annotations to former section 33-108:
Effect of two states enacting legislation to form same corporation. 82 C. 73. Merger does not destroy obligations of
individual corporations merged. 94 C. 24.
Annotations to former section 33-369:
Cited. 213 C. 184. Cited. 238 C. 183.
Cited. 6 CA 447.
Cited. 40 CS 50.
Subsec. (c):
Cited. 207 C. 483.
Cited. 44 CS 377.
Subsec. (e):
Cited. 178 C. 262. Cited. 207 C. 483.