Michigan Laws 450.1724 – Merger; applicable provisions; share exchange
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(1) When a merger takes effect, all of the following apply:
(a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.
Terms Used In Michigan Laws 450.1724
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(b) The title to all real estate and other property and rights owned by each corporation party to the merger are vested in the surviving corporation without reversion or impairment.
(c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.
(d) The surviving corporation has all liabilities of each corporation party to the merger.
(e) A proceeding pending against any corporation 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.
(f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
(g) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted.
(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan.