California Corporations Code

§ 16914

CORP § 16914 Effective Jan 1, 2023Title 2 · Ch. 5 · Art. 9

Statute text

(a)When a merger takes effect, all of the following apply:

(1)The separate existence of the disappearing partnerships and disappearing other business entities ceases and the surviving partnership or surviving other business entity shall succeed, without other transfer, act, or deed, to all the rights and property whether real, personal, or mixed, of each of the disappearing partnerships and disappearing other business entities and shall be subject to all the debts and liabilities of each in the same manner as if the surviving partnership or surviving other business entity had itself incurred them.

(2)All rights of creditors and all liens upon the property of each of the constituent partnerships and constituent other business entities shall be preserved unimpaired and may be enforced against the surviving partnership or the surviving other business entity to the same extent as if the debt, liability, or duty that gave rise to that lien had been incurred or contracted by it, provided that those liens upon the property of a disappearing partnership or disappearing other business entity shall be limited to the property affected thereby immediately before the time the merger is effective.

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Legislative history

Amended by Stats. 2022, Ch. 617, Sec. 109. (SB 1202) Effective January 1, 2023.