South Dakota Codified Laws 47-1A-1107. Effect of merger or share exchange
When a merger becomes effective:
(1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;
Terms Used In South Dakota Codified Laws 47-1A-1107
- 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.
- Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See South Dakota Codified Laws 47-1A-140
- Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
(2) The separate existence of every corporation or eligible entity that is merged into the survivor ceases;
(3) All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;
(4) All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor;
(5) The name of the survivor may, but need not, be substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(6) The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger;
(7) The articles of incorporation or organic documents of a survivor that is created by the merger become effective; and
(8) The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under §§ 47-1A-1301 to 47-1A-1331.2, inclusive, or the organic law of the eligible entity.
Source: SL 2005, ch 239, § 266.