Michigan Laws 473.2 – New company; rights, franchises and liabilities
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Terms Used In Michigan Laws 473.2
- 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.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
Upon making the agreement mentioned in the preceding section, in the manner required therein, and filing a duplicate thereof in the office of the secretary of state, the said 2 corporations mentioned or referred to in this section shall be merged into the new corporation provided for in such agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein. And all and singular, the rights and franchises of each and all of said 2 corporations, parties to such agreement, and all and singular their rights and interests in and to every species of property and things in action, shall be deemed to be transferred to and vested in such new corporation, without any other deed or transfer, and such new corporation shall hold and enjoy the same together with all other rights of property, in the same manner and to the same intent, as if the said 2 corporations, parties to such agreement should have continued to retain the title and transact the business of such corporation; and the titles and the real estate acquired by either of said 2 corporations shall not be deemed to revert or be impaired by means of anything in this act contained; Provided: That all rights of creditors and all other liens upon the property of either of said corporations parties to the said agreement, shall be and hereby are preserved unimpaired and the respective corporations shall continue to exist so far as may be necessary to enforce the same. And provided further, That all the debts, liabilities and duties of either company shall thenceforth attach to such new corporation and be enforced against the same, to the same extent, and in the same manner as if such debts, liabilities and duties had been originally incurred by it.