§ 46-5-89 - Effect of consolidation or merger - Georgia Statutes

O.C.G.A. 46-5-89 (2010)
46-5-89. Effect of consolidation or merger

(a) In the case of a consolidation, the existence of the consolidating cooperatives shall cease, and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative. In the case of a merger, the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.

(b) All the rights, privileges, immunities, and franchises, and all property, both real and personal, including, without limitation, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed.

(c) The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives; and any claim existing, or any action or proceeding pending, by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place; but the new or surviving cooperative may be substituted in its place.

(d) Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger.