SECTIONS 12550-12552 - California Statutes

CORPORATIONS CODE

SECTION 12550-12552

12550. (a) Upon merger pursuant to this chapter the separate
existences of the disappearing parties to the merger cease and the
surviving party to the merger shall succeed, without other transfer,
to all the rights and property of each of the disappearing parties to
the merger and shall be subject to all the debts and liabilities of
each and trust obligations upon the property of a disappearing party
in the same manner as if incurred by the surviving party to the
merger.
(b) All rights of creditors and all liens and trusts upon or
arising from the property of each of the constituent corporations and
other parties to the merger shall be preserved unimpaired, provided
that these liens and trust obligations upon property of a
disappearing party shall be limited to the property affected thereby
immediately prior to the time the merger is effective.
(c) Any action or proceeding pending by or against any
disappearing corporation or other party to the merger may be
prosecuted to judgment, which shall bind the surviving party to the
merger, or the surviving party to the merger may be proceeded against
or substituted in its place.

12550.5. (a) Upon merger pursuant to this chapter, a surviving
domestic or foreign corporation or other business entity shall be
deemed to have assumed the liability of each disappearing domestic or
foreign corporation or other business entity that is taxed under
Part 10 (commencing with Section 17001) of, or under Part 11
(commencing with Section 23001) of, Division 2 of the Revenue and
Taxation Code for the following:
(1) To prepare and file, or to cause to be prepared and filed, tax
and information returns otherwise required of that disappearing
entity as specified in Chapter 2 (commencing with Section 18501) of
Part 10.2 of Division 2 of the Revenue and Taxation Code.
(2) To pay any tax liability determined to be due.
(b) If the surviving entity is a domestic limited liability
company, domestic corporation, or registered limited liability
partnership or a foreign limited liability company, foreign limited
liability partnership, or foreign corporation that is registered or
qualified to do business in California, the Secretary of State shall
notify the Franchise Tax Board of the merger.

12551. Whenever a domestic or foreign corporation or other business
entity (Section 12242.5) having any real property in this state
merges with another domestic or foreign corporation or other business
entity pursuant to the laws of this state or of the state or place
in which any constituent party to the merger was organized, and the
laws of the state or place of organization (including this state) of
any disappearing party to the merger provide substantially that the
making and filing of the agreement of merger vests in the surviving
party to the merger all the real property of any disappearing party
to the merger, the filing for record in the office of the county
recorder of any county in this state in which any of the real
property of the disappearing party to the merger is located of either
(a) a certificate prescribed by the Secretary of State, or (b) a
copy of the agreement of merger or certificate of merger, certified
by the Secretary of State or an authorized public official of the
state or place pursuant to the laws of which the merger is effected,
shall evidence record ownership in the surviving party to the merger
of all interest of the disappearing party to the merger in and to the
real property located in that county.

12552. Any bequest, devise, gift, grant, or promise contained in a
will or other instrument of donation, subscription, or conveyance,
which is made to a constituent corporation and which takes effect or
remains payable after the merger, inures to the surviving party to
the merger.