Effective 01 Jan 1985, see footnote
380.361. Surviving corporation after merger, rights and liabilities. — 1. The several corporations parties to the plan of merger shall be a single corporation, which shall be that corporation designated in the plan of merger as the surviving corporation.
2. The separate existence of all corporations parties to the plan of merger except the surviving corporation shall cease.
3. The surviving corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under the provisions of sections 380.201 to 380.591.
4. The surviving corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of the merging corporations; and all property, real, personal, and mixed, and all debts due on whatever account and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged shall be taken and deemed to be transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any of the corporations shall not revert or be in any manner impaired by reason of the merger.
5. The surviving corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted to judgment as if the merger had not taken place, or the surviving corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the corporations shall be impaired by the merger.
6. The articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger.
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(L. 1984 H.B. 1498)
Effective 1-01-85
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