Sec. 11. After a merger or consolidation takes effect under section 10(d) of this chapter, the following apply:

(1) If two (2) or more corporations merge into a surviving corporation, the separate existence of each merging corporation ceases upon the effective date of the merger and only the surviving corporation exists.

Terms Used In Indiana Code 8-1-17.5-11

  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Property: includes personal and real property. See Indiana Code 1-1-4-5
  • successor corporation: means a corporation that is formed from a consolidation of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-5
  • surviving corporation: means the corporation that remains after a merger of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-6
(2) If a consolidation of two (2) or more corporations occurs, the separate existence of each consolidating corporation ceases upon the effective date of the consolidation and only the successor corporation exists.

(3) The title to real property and other property owned by each merging or consolidating corporation is vested in the surviving corporation or successor corporation without reversion or impairment, subject to any conditions or liens to which the property was subject before the merger or consolidation.

(4) The surviving corporation or successor corporation assumes all liabilities and obligations of each merging or consolidating corporation.

(5) A proceeding that:

(A) is initiated against a merging or consolidating corporation before the merger or consolidation becomes effective under section 10(d) of this chapter; and

(B) has not been resolved at the time the merger or consolidation becomes effective under section 10(d) of this chapter;

may be continued as if the merger or consolidation did not occur, or the surviving corporation or successor corporation may be substituted in the proceeding for the corporation whose existence ceases under subdivision (1) or (2) at the time the merger becomes effective under section 10(d) of this chapter.

(6) Any terms of the plan of merger or consolidation that are not included in the articles of merger or consolidation filed with the secretary of state under section 10 of this chapter are considered contract rights only and are not considered part of the governing document of the surviving corporation or successor corporation.

As added by P.L.18-2010, SEC.1.

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