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HomeCorporations CodeCh. 10Art. 2§ 6020 Merger Rights And Liabilities

§ 6020 Merger Rights And Liabilities

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 6020 Merger Rights And Liabilities

Key Takeaways

  • •When two companies merge, the one that stays takes over everything from the one that disappears—like their stuff, money, and debts.
  • •If the disappearing company owed money or had promises to keep (like paying back a loan), the surviving company now has to handle those.
  • •People or other companies that were owed money by the disappearing company still get to ask the surviving company for what they’re owed.
  • •If the disappearing company was in a lawsuit, the surviving company steps in and takes over the case.

Example

Company A and Company B merge, and only Company A remains. Company B had a loan from the bank and was being sued by a customer for a bad product.

Now, Company A has to pay back Company B’s loan to the bank. Also, the customer’s lawsuit against Company B doesn’t go away—Company A has to deal with it instead.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 6020 Merger Rights And Liabilities

(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall succeed, without other transfer, to all the rights and property of each of the disappearing parties to the merger and shall be subject to all the debts and liabilities of each and trust obligations upon the property of a disappearing party in the same manner as if incurred by the surviving party to the merger. (b) All rights of creditors and all liens and trusts upon or arising from the property of each of the constituent corporations and other parties to the merger shall be preserved unimpaired, provided that the liens and trust obligations upon property of a disappearing party shall be limited to the property affected thereby immediately prior to the time the merger is effective. (c) Any action or proceeding pending by or against any disappearing corporation or other party to the merger may be prosecuted to judgment, which shall bind the surviving party to the merger, or the surviving party to the merger may be proceeded against or substituted in its place. (Amended by Stats. 1999, Ch. 437, Sec. 15. Effective January 1, 2000.)

Last verified: January 23, 2026

Key Terms

mergersurviving partydisappearing partiesrights and propertydebts and liabilitiescreditors' rightsliens and trustspending actions

Related Statutes

  • § 12550 Merger Rights And Liabilities
  • § 8020 Merger Rights And Liabilities
  • § 12551 Corporate Merger Property Transfer
  • § 12552 Merged Corporation Gift Transfers
  • § 6021 Corporate Merger Property Transfer

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 6020.
View Official Source