New Jersey Statutes 15A:13-13. Vesting of title to real property upon merger or consolidation of foreign corporations
Terms Used In New Jersey Statutes 15A:13-13
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- real property: include lands, tenements and hereditaments and all rights thereto and interests therein. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
- Statute: A law passed by a legislature.
(1) “Surviving foreign corporation” means a foreign corporation into which one or more other foreign corporations have merged;
(2) “New foreign corporation” means a foreign corporation formed by the consolidation of two or more other foreign corporations;
(3) “Certificate of merger” means the instrument, by whatever name it is called, filed or issued under any statute to merge one or more foreign corporations into a new foreign corporation;
(4) “Certificate of consolidation” means the instrument, by whatever name it is called, filed or issued under any statute to consolidate two or more foreign corporations into a new foreign corporation;
(5) “Certified copy” , when used with reference to a certificate of merger or a certificate of consolidation, means a copy of the certificate of merger or of the certificate of consolidation, as the case may be, which was filed in or issued by the jurisdiction of the surviving corporation, as the case may be, to make the merger or consolidation effective, certified by the official of the jurisdiction having custody of its records pertaining to corporations.
b. Whenever a foreign corporation merges into or consolidates with another foreign corporation, and a certified copy of the certificate of merger or certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey, all real property in New Jersey and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to vest in the surviving foreign corporation or the new foreign corporation, as the case may be, upon the effective date of the merger or consolidation, without further act or deed. The merger or consolidation shall be valid and effectual to vest title to the real property and interests therein in the surviving foreign corporation or the new foreign corporation, as the case may be, as fully and completely as if regularly conveyed to it by deed.
c. The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which become effective before the effective date of this act, as well as to every merger and every consolidation of foreign corporations which shall become effective after the effective date of this act, whether the certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, was filed in the office of the Secretary of State of New Jersey before the effective date of this act or shall be filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective before the effective date of this act, the title of each surviving foreign corporation and of each new foreign corporation to all real property in New Jersey and to all interests in real property in New Jersey which at the time of the merger or consolidation was owned by each foreign corporation which was a party to the merger or consolidation is hereby confirmed and made valid and effectual, provided a certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey.
L.1983, c. 127, s. 15A:13-13, eff. Oct. 1, 1983.