7 Pa. Stat. § 1606

Current through Pa Acts 2024-53, 2024-56 through 2024-92
Section 1606 - Effect of merger or consolidation
(a) Effective date--As of the filing of the articles of merger or consolidation in the Department of State, the merger or consolidation shall be effective.
(b) Conclusiveness of certificate--The certificate of merger or consolidation shall be conclusive evidence of the performance of all conditions precedent to the merger or consolidation and of the existence or creation of the resulting institution, except as against the Commonwealth.
(c) Corporate succession--When a merger or consolidation becomes effective, the existence of each party to the plan, except the resulting institution, shall cease as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the resulting institution and which shall have, without further act or deed, all the property, rights, powers, duties and obligations of each party to the plan.
(d) Articles of resulting institution--The articles of the resulting institution shall be, in the case of a merger, the same as its articles prior to the merger with any change stated in the articles of merger, or in the case of a consolidation, the provisions stated in the articles of consolidation.
(e) Authorized business--The resulting institution shall have the authority to engage only in such business and exercise only such powers as it would have upon original incorporation under this act and shall be subject to the same prohibitions and limitations as it would be subject to upon original incorporation, except that it may engage in any business and exercise any right that any party to the plan which was an institution subject to this act could lawfully exercise or engage in immediately prior to the merger or consolidation.
(f) Liabilities--No liability of any party to the plan or of its shareholders, directors, trustees or officers shall be affected, nor shall any lien on any property of a party to the plan be impaired, by the merger or consolidation. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger or consolidation had not taken place or the resulting institution may be substituted in its place.

7 P.S. § 1606

1965, Nov. 30, P.L. 847, No. 356, § 1606.