Section 10A-3-5.05

Effect of merger or consolidation.

(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11.

(b) When the merger or consolidation has been effected:

(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.

(2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease.

(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under this title.

(4) The surviving or new nonprofit 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 or consolidating nonprofit 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 nonprofit corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single nonprofit corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations shall not revert or be in any way impaired by reason of the merger or consolidation.

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

(6) In the case of a merger, the certificate of formation of the surviving nonprofit corporation shall be deemed to be amended to the extent, if any, that changes in its certificate of formation are stated in the plan 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 certificate of formation of nonprofit corporations organized under this title shall be deemed to be the certificate of formation of the new nonprofit corporation.

(Acts 1984, No. 84-290, p. 502, §45; §10-3A-104; amended and renumbered by Act 2009-513, p. 967, §187.)