Montana Code 35-2-612. Effect of merger
35-2-612. Effect of merger. When a merger takes effect:
Terms Used In Montana Code 35-2-612
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- 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.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Proceeding: includes a civil suit and a criminal, administrative, and investigatory action. See Montana Code 35-2-114
- Property: means real and personal property. See Montana Code 1-1-205
(1)every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2)the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, subject to any conditions to which the property was subject prior to the merger;
(3)the surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4)a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5)the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.