Utah Code 16-6a-1104. Effect of merger
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(1) When a merger takes effect:
Terms Used In Utah Code 16-6a-1104
- Articles of incorporation: include :(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
- 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.
- domestic corporation: means a corporation for profit that:
(15)(a) is not a foreign corporation; and(15)(b) is incorporated under or subject to Chapter 10a, Utah Revised Business Corporation Act. See Utah Code 16-6a-102- domestic nonprofit corporation: means an entity that:
(37)(a) is not a foreign nonprofit corporation; and(37)(b) is incorporated under or subject to this chapter. See Utah Code 16-6a-102- Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Utah Code 16-6a-102
- Foreign nonprofit corporation: means an entity:
(28)(a) incorporated under a law other than the laws of this state; and(28)(b) that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- money: means :
(7)(a)(i) legal tender;(7)(a)(ii) a negotiable instrument; or(7)(a)(iii) other cash equivalent readily convertible into legal tender. See Utah Code 16-6a-102- Person: means an:
(40)(a) individual; or(40)(b) entity. See Utah Code 16-6a-102- Proceeding: includes :
(42)(a) a civil suit;(42)(b) arbitration;(42)(c) mediation;(42)(d) a criminal action;(42)(e) an administrative action; or(42)(f) an investigatory action. See Utah Code 16-6a-102- Property: includes both real and personal property. See Utah Code 68-3-12.5
(1)(a) every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger merges into the surviving domestic nonprofit corporation;(1)(b) the separate existence of every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger except the surviving domestic nonprofit corporation ceases;(1)(c) the title to all real estate and other property owned by every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger is transferred to and vested in the surviving domestic nonprofit corporation without reversion or impairment;(1)(d) the surviving domestic nonprofit corporation has all liabilities of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger;(1)(e)(1)(e)(i) a proceeding pending by or against any party to the merger may be continued as if the merger did not occur; or(1)(e)(ii) the surviving domestic nonprofit corporation may be substituted in the proceeding for the party to the merger whose existence ceased;(1)(f) the articles of incorporation of the surviving domestic nonprofit corporation are amended to the extent provided in the plan of merger; and(1)(g) the shares or memberships of each domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger that are to be converted into shares, memberships, obligations, or other interests of the surviving domestic nonprofit corporation or into money or other property are converted, and the former holders of the shares and memberships are entitled only to the rights provided in the articles of merger.(2)(2)(a) A transfer to and vesting in the surviving domestic nonprofit corporation described in Subsection (1)(c) occurs by operation of law.(2)(b) Consent or approval of any other person may not be required in connection with any transfer or vesting unless the consent or approval is specifically required in the event of merger by:(2)(b)(i) law; or(2)(b)(ii) express provision in any contract, agreement, decree, order, or other instrument to which any of the domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations so merged is a party or by which it is bound.