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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 session of the General Assembly.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11B : Nonprofit Corporations

Chapter 011 : Merger

(Cite as: 11B V.S.A. § 11.05)
  • § 11.05. Effect of merger

    When a merger takes effect:

    (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

    (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, and such vesting shall occur without further act or deed;

    (3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; provided that trust obligations upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective;

    (4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;

    (5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)