The effect of consolidation or merger is as follows:
(1) The several parties to the consolidation or merger are a single corporation not-for-profit. In the case of a consolidation, it is the new corporation provided for in the articles of consolidation and, in the case of a merger, it is the surviving corporation. The separate existence of all corporate parties to the consolidation or merger, except the new or surviving corporation, ceases.
(2) The new or surviving corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation not-for-profit organized pursuant to this chapter, and possesses all the rights, privileges, immunities, and franchises of a public or private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging corporations. Every interest of, or belonging or due to, each of the consolidating or merging corporations are transferred to and vested in the new or surviving corporation without further act or deed. The title to real estate, or an interest in real estate, vested in a consolidating or merging corporation does not revert or is not impaired by reason of the consolidation or merger.
(3) The new or surviving corporation is responsible and liable for all of the liabilities and obligations of each of the consolidating or merging corporations, and a claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the consolidation or merger had not taken place, except that the new or surviving corporation may be substituted in its place.
(4) Neither the rights of creditors nor liens upon the property of consolidating or merging corporations are impaired by consolidation or merger.
(5) In the case of a consolidation, the articles of consolidation are the articles of incorporation of the new corporation, and in the case of a merger, the articles of incorporation of the surviving corporation are considered to be amended to the extent that the changes are provided for in the articles of merger.
HISTORY: 2000 Act No. 404, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans
Section 33-36-10. "Corporation not-for-profit" defined.
Section 33-36-210. Articles of incorporation.
Section 33-36-220. When corporation constituted.
Section 33-36-240. Amendment of charter and articles of incorporation.
Section 33-36-250. Conformance to provisions of Sections 33-36-10 and 33-36-20.
Section 33-36-270. Additional powers.
Section 33-36-290. Effect of irregularity in complying with provisions of chapter.
Section 33-36-300. Amendment of bylaws; emergency bylaws.
Section 33-36-410. Use of services provided as condition of membership.
Section 33-36-420. Annual meetings.
Section 33-36-450. Member petitions.
Section 33-36-460. Private property of members exempted from liability for debt of corporation.
Section 33-36-610. Governing board; powers; membership.
Section 33-36-630. Indemnification of board members who become parties to proceedings.
Section 33-36-640. Standards for board members.
Section 33-36-650. Election of board members; district representation; terms.
Section 33-36-810. Sale of assets.
Section 33-36-820. Consolidation.
Section 33-36-840. Effect of consolidation or merger.
Section 33-36-1030. Certificate of election to dissolve; affidavit of compliance.
Section 33-36-1040. Submission of certificate of dissolution and affidavit to Secretary of State.
Section 33-36-1050. Winding up and settling affairs.
Section 33-36-1060. Notice of winding up proceedings.
Section 33-36-1070. Articles of dissolution.
Section 33-36-1210. Corporations organized under Chapter 35 of Title 33.
Section 33-36-1315. Resolution to become public service district; notice; petition; vote.
Section 33-36-1320. Petition for charter.
Section 33-36-1330. Appointment or election of board members.
Section 33-36-1340. Election of commissioners.
Section 33-36-1350. Election of officers by the board.