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HomeCorporations CodeCh. 10Art. 2§ 8020 Merger Rights And Liabilities

§ 8020 Merger Rights And Liabilities

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

§ 8020 Merger Rights And Liabilities

Key Takeaways

  • •When two companies merge, the old ones stop existing, and the new one gets everything they owned.
  • •The new company also takes on all the old companies' debts and responsibilities.
  • •If someone owed money to the old companies, they still owe it to the new one.
  • •Any lawsuits against the old companies can now be against the new one.

Example

Company A and Company B merge to become Company C.

Company C now owns everything Company A and B had, like their buildings and money. It also has to pay their bills and can be sued for their mistakes.

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

Official Source
View on CA.gov

§ 8020 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. 20. Effective January 1, 2000.)

Last verified: January 23, 2026

Key Terms

mergerdisappearing partiessurviving partyrights and propertydebts and liabilitiescreditorslienspending actions

Related Statutes

  • § 6020 Merger Rights And Liabilities
  • § 12550 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 8020.
View Official Source