West Virginia Code 31D-11-1107 – Effect of merger or share exchange
(a) When a merger takes effect:
Terms Used In West Virginia Code 31D-11-1107
- Appraisal: A determination of property value.
- Articles of incorporation: includes , but is not limited to, amended and restated articles of incorporation and articles of merger. See West Virginia Code 31D-1-150
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter. See West Virginia Code 31D-1-150
- Entity: includes corporations and foreign corporations. See West Virginia Code 31D-1-150
- Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See West Virginia Code 31D-1-150
- Interests: means the proprietary interests in an other entity. See West Virginia Code 31D-11-1101
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: means a business combination pursuant to section one thousand one hundred two of this article. See West Virginia Code 31D-11-1101
- Organizational documents: means the basic document or documents that create, or determine the internal governance of, an other entity. See West Virginia Code 31D-11-1101
- Other entity: means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies and business trusts. See West Virginia Code 31D-11-1101
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- real property: include lands, tenements and hereditaments, all rights thereto and interests therein, except chattel interests. See West Virginia Code 2-2-10
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the shareholders and for authenticating records of the corporation. See West Virginia Code 31D-1-150
- Service of process: The service of writs or summonses to the appropriate party.
- Share exchange: means a business combination pursuant to section one thousand one hundred three of this article. See West Virginia Code 31D-11-1101
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See West Virginia Code 31D-1-150
- Shares: means the units into which the proprietary interests in a corporation are divided. See West Virginia Code 31D-1-150
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
(1) The corporation or other entity that is designated in the plan 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 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;
(4) All real property located in the state owned by each corporation or other entity that merges into the survivor passes by operation of law and the transfer is evidenced by recording a confirmation deed in each county in which the real property is located. No transfer or excise taxes may be assessed for the recording of the confirmation deeds;
(5) All liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;
(6) 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;
(7) The articles of incorporation or organizational documents of the survivor are amended to the extent provided in the plan of merger;
(8) The articles of incorporation or organizational documents of a survivor that is created by the merger become effective; and
(9) 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, interests, obligations, rights to acquire securities, other securities, cash, other property or any combination of the foregoing are converted and the former holders of the 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 article thirteen of this chapter.
(b) When a share exchange becomes effective, the 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, other property or any combination of the foregoing are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under article thirteen of this chapter.
(c) Any shareholder of a domestic corporation that is a party to a merger or share exchange who, prior to the merger or share exchange, was liable for the liabilities or obligations of the corporation, may not be released from the liabilities or obligations by reason of the merger or 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 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 the shareholders are entitled under article thirteen of this chapter.