{"data":{"id":"us-vt/11a-v.s.a.-11.12","jurisdiction":"us-vt","citation":"11A V.S.A. § 11.12","heading":"Effect of merger or share exchange","body":"(a) When a merger takes effect:\n(1) the surviving constituent organization continues or comes into existence;\n(2) each constituent organization that merges into the surviving constituent organization ceases to exist as a separate entity;\n(3) the property of each constituent organization that ceases to exist vests in the surviving constituent organization without transfer, assignment, reversion, or impairment;\n(4) the debts, obligations, and other liabilities of each constituent organization that ceases to exist continue as debts, obligations, and other liabilities of the surviving constituent organization;\n(5) an action or proceeding pending by or against a constituent organization that ceases to exist continues as if the merger did not occur;\n(6) except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving constituent organization;\n(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;\n(8) except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of chapter 14 of this title;\n(9) if the merger creates the surviving constituent organization, its public organizational documents take effect; and\n(10) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents take effect.\n(b)(1) A surviving constituent organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the constituent organization owes, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.\n(2) A surviving constituent organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.\n(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.\n(c) When a share exchange takes effect:\n(1) the shares of each acquired constituent organization are exchanged as provided in the plan of share exchange; and\n(2) the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 13 of this title.","path":["Title 11A: Vermont Business Corporations","Chapter 011: Conversion, Merger, Share Exchange, and Domestication"],"source_url":"https://legislature.vermont.gov/statutes/fullchapter/11A/011","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:06:57Z","sha256":"24e98ebea6c33e8db099bb2a7a77d9c27aa5644490cacdaea974409cd11a7b18","source_id":"us-vt","stale":false,"prev":"us-vt/11a-v.s.a.-11.11","next":"us-vt/11a-v.s.a.-11.13"},"notice":"GroundRules: Original legal text. Not legal advice."}