§414-316 Effect of merger or share exchange.

412 words·~2 min read·/hi/chapter-414/414-316

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)When a merger takes effect:

(1)Every other entity that is a party to the merger merges into the surviving entity and the separate existence of every entity except the surviving entity ceases;

(2)The title to all real estate and other property owned by each entity that is a party to the merger is vested in the surviving entity without reversion or impairment;

(3)The surviving entity has all liabilities of each entity that is a party to the merger;

(4)A proceeding pending against any entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the entity whose existence ceased;

(5)The organizing articles of the surviving entity are amended to the extent provided in the plan of merger and indicated in the articles of merger; and

(6)The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving entity or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under part XIV.

(b)When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under part XIV.

(c)If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

(1)The date the surviving entity receives the process, notice, or demand;

(2)The date shown on the return receipt, if signed on behalf of the surviving entity; or

(3)Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2000, c 244, pt of §1; am L 2002, c 41, §10; am L 2004, c 121, §11]