369.084. Merger, effect of.

453 words·~2 min read·/mo/chapter-369/369-084

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

369.084. Merger, effect of. — When the merger or consolidation becomes effective:

(1)The several associations parties to the plan of merger or consolidation shall be a single association, which, in the case of a merger, shall be that association designated in the plan of merger as the surviving association, and, in the case of a consolidation, shall be the new association provided for in the plan of consolidation;

(2)The separate existence of all associations parties to the plan of merger or consolidation, except the surviving or new association, shall cease;

(3)The surviving or new association shall have all rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of an association organized under sections 369.010 to 369.369 ;

(4)The surviving or new association shall then possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, of each of the merging or consolidating associations;

(5)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 associations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single association 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 such associations shall not revert or be in any way impaired by reason of such merger or consolidation;

(6)The surviving or new association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the associations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the associations may be prosecuted to judgment as if the merger or consolidation had not taken place, or the surviving or new association may be substituted in its place, and neither the rights of creditors nor any liens upon the property of any of the associations shall be impaired by the merger or consolidation; and

(7)In the case of a merger, the articles of incorporation of the surviving association shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of associations organized under sections 369.010 to 369.369 shall be deemed to be the articles of incorporation of the new association.

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(L. 1971 S.B. 3 § 16)