§ 117-44. Effect of consolidation or merger. - North Carolina Statutes

§ 117‑44.  Effectof consolidation or merger.

Upon compliance with the provisions of G.S. 117‑44:

(1)        a.         In the case of a consolidation,the existence of the consolidating corporations shall cease and the articles ofconsolidation shall be deemed to be the articles of incorporation of the newcorporation; and

b.         In the case of a merger, the separate existence of themerging corporations shall cease and the articles of incorporation of thesurviving corporation shall be deemed to be amended to the extent, if any, thatchanges therein are provided for in the articles of merger.

(2)        All the rights, privileges, immunities and franchises andall property, real and personal, including without limitation applications formembership, all debts due on whatever account and all other choses in action,of each of the consolidating or merging corporations shall be deemed to betransferred to and vested in the new or surviving corporation without furtheract or deed.

(3)        The new or surviving corporation shall be responsible andliable for all the liabilities and obligations of each of the consolidating ormerging corporations and any claim existing or action or proceeding pending byor against any of the consolidating or merging corporations may be prosecutedas if the consolidation or merger had not taken place, but the new or survivingcorporation may be substituted in its place.

(4)        Neither the rights of creditors nor any liens upon theproperty of any of such corporations shall be impaired by such consolidation ormerger. (1979, c. 285, s.4.)