Oregon Statutes 65.494 – Effect of merger
When a merger takes effect:
Terms Used In Oregon Statutes 65.494
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Articles of merger: means the articles of merger described in ORS § 65. See Oregon Statutes 65.001
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
- 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 domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Domestic business corporation: means a for profit corporation that is incorporated under ORS Chapter 60. See Oregon Statutes 65.001
- Foreign business corporation: means a for profit corporation that is incorporated under laws other than the laws of the state. See Oregon Statutes 65.001
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Nonprofit corporation: means a mutual benefit corporation, a public benefit corporation or a religious corporation. See Oregon Statutes 65.001
- Proceeding: means a civil, criminal, administrative or investigatory action. See Oregon Statutes 65.001
(1) Each corporation that was a party to the merger merges into the surviving corporation and the separate existence of each corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation that was a party to the merger is vested in the surviving corporation without reversion or impairment and is subject to any and all conditions to which the property was subject before the merger;
(3) The surviving corporation has all liabilities and obligations of each corporation that was a party to the merger;
(4) The surviving corporation remains subject to any restriction that a gift instrument imposes on assets that any party to the merger holds;
(5) A proceeding pending against any corporation that was a 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;
(6) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and
(7) The memberships or shares of each nonprofit corporation, domestic business corporation or foreign business corporation that was a party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving corporation or any other corporation or into cash or other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger. [1989 c.1010 § 122; 2019 c.174 § 85]