2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 3 - Entity Transactions › Section 336 - Effect of merger

§ 336. Effect of merger.
(a) General rule.--
When a merger under this subchapter becomes effective, all of the following apply:
(1) The surviving association continues or comes into existence.
(2) The separate existence of each merging association that is not the surviving association ceases.
(3) All property of each merging association vests in the surviving association without reversion or impairment, and the merger shall not constitute a transfer of any of that property.
(4) All debts, obligations and other liabilities of each merging association are debts, obligations and other liabilities of the surviving association.
(5) Except as otherwise provided by law, all the rights, privileges, immunities and powers of each merging association vest in the surviving association.
(6) If the surviving association exists before the merger, all of the following apply:
(i) All of its property continues to be vested in it without transfer, reversion or impairment.
(ii) It remains subject to all its debts, obligations and other liabilities.
(iii) All its rights, privileges, immunities and powers continue to be vested without change in it.
(iv) Its public organic record, if any, is amended to the extent provided in the statement of merger.
(v) Its private organic rules that are to be in record form, if any, are amended to the extent provided in the plan of merger.
(7) Liens on the property of the merging association shall not be impaired by the merger.
(8) A claim existing or an action or a proceeding pending by or against any of the merging associations may be prosecuted to judgment as if the merger had not taken place, or the surviving association may be proceeded against or substituted in place of the appropriate merging association.
(9) If the surviving association is created by the merger, its private organic rules are effective and the following apply:
(i) If it is a filing entity, its public organic record is effective.
(ii) If it is a limited liability partnership or a limited liability limited partnership that is not using the alternative procedure under section 8201(f) (relating to scope), its statement of registration is effective.
(iii) If it is an electing partnership, its statement of election is effective.
(10) The interests in each merging association that are to be converted or canceled as provided in the plan of merger are converted or canceled, and the interest holders of those interests are entitled only to the rights provided to them under the plan and to any dissenters rights they have pursuant to section 317 (relating to contractual dissenters rights in entity transactions) or 333(d) (relating to approval of merger).
(b) No dissolution rights.--
Except as provided in the organic law or organic rules of a merging association, a merger under this subchapter does not give rise to any rights that an interest holder, governor or third party would have on a dissolution, liquidation or winding up of the merging association.
(c) New interest holder liability.--
When a merger under this subchapter becomes effective, a person that becomes subject to interest holder liability with respect to an association as a result of the merger has interest holder liability only to the extent provided by the organic law of that association and only for those debts, obligations and other liabilities that arise after the merger becomes effective.
(d) Prior interest holder liability.--
When a merger under this subchapter becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic entity that is a merging association with respect to which the person had interest holder liability shall be as follows:
(1) The merger does not discharge any interest holder liability under the organic law of the domestic entity to the extent the interest holder liability arose before the merger became effective.
(2) The person does not have interest holder liability under the organic law of the domestic entity for any debt, obligation or other liability that arises after the merger becomes effective.
(3) The organic law of the domestic entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the merger had not occurred.
(4) The person has whatever rights of contribution from any other person as are provided by law other than this chapter or the organic rules of the domestic entity with respect to any interest holder liability preserved under paragraph (1) as if the merger had not occurred.
(e) Foreign surviving association.--
When a merger under this subchapter becomes effective, a foreign association that is the surviving association may be served with process in this Commonwealth for the collection and enforcement of any debts, obligations or other liabilities of a domestic entity that is a merging association in accordance with applicable law.
(f) Registration of foreign association.--
When a merger under this subchapter becomes effective, the registration to do business in this Commonwealth of a registered foreign association that is a merging association and is not the surviving association is canceled.
(g) Taxes.--
Any taxes, interest, penalties and public accounts of the Commonwealth claimed against any of the merging associations that are settled, assessed or determined prior to or after the merger shall be the liability of the surviving association and, together with interest thereon, shall be a lien against the franchises and property of the surviving association.
(Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2016 Amendment
. Act 170 amended subsec. (a)(2).