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215 ILCS 5/166
(215 ILCS 5/166) (from Ch. 73, par. 778)
Sec. 166.
Effect of
merger or consolidation.
(1) If the surviving or new company is a domestic company, when such
merger or consolidation has been effected
(a) the several companies parties to the agreement of merger or
consolidation shall be a single company, which, in the case of a merger,
shall be that company designated in the agreement of merger as the
surviving company, and in the case of a consolidation, shall be the new
company provided for in the agreement of consolidation;
(b) the separate existence of all of the companies parties to the
agreement of merger or consolidation, except the surviving company in the
case of a merger, shall cease;
(c) such surviving or new company shall have all of the rights,
privileges, immunities and powers and shall be subject to all of the duties
and liabilities granted or imposed by this Code;
(d) such surviving or new company shall thereupon and thereafter possess
all the rights, privileges, immunities, powers and franchises of a public
as well as of a private nature, of each of the companies so merged or
consolidated; and all property, real, personal and mixed, and all debts due
on whatever account, including subscriptions to shares, assessments payable
from members or policyholders, and all other choses in action and all and
every other interest of, or belonging to or due to, each of the companies
so merged or consolidated shall be deemed to be transferred to and vested
in such surviving or new company without further act or deed; and the title
to any real estate, or any interest therein, under the laws of this State
vested in any of such companies shall not revert or be in any way impaired
by reason of such merger or consolidation;
(e) such surviving or new company shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the companies so
merged or consolidated; any claim existing or action or proceeding pending
by or against any of such companies may be prosecuted to judgment as if
such merger or consolidation had not taken place, or such surviving or new
company may be substituted in its place; neither the rights of creditors
nor any liens upon the property of any of such companies shall be impaired
by such merger or consolidation, but such liens shall be limited to the
property upon which they were liens immediately prior to the time of such
merger or consolidation, unless otherwise provided in the agreement of
merger or consolidation; and
(f) in case of a merger, the articles of incorporation of the surviving
company shall be supplanted and superseded to the extent, if any, that any
provision or provisions of such articles shall be restated in the agreement
of merger as provided in section 158, and such articles of incorporation,
shall be deemed to be thereby and to that extent amended; in case of a
consolidation, the statements set forth in the agreement of consolidation
as provided in section 158 shall be deemed to be articles of incorporation
of the new company formed by such consolidation.
(2) If the surviving or new company is a foreign or alien company, when
such merger or consolidation has become effective in this State
(a) the effect of the merger or consolidation shall be determined by the
law of the state of incorporation or organization of such company;
(b) the separate existence of all domestic companies parties to the plan
of merger or consolidation shall cease;
(c) all property, real, personal, and mixed, and all debts due on
whatever account including subscriptions to shares, assessments payable
from members or policyholders and all other choses in action and all and
every other interest of or belonging to and due to each of the companies so
merged or consolidated shall be taken and deemed to be transferred to and
vested in such surviving or new company without further act or deed, and
the title to any real estate, or any interest therein, shall not revert or
be in any way impaired by reason of such merger or consolidation.
(3) In the event of a merger or consolidation under this article, the
surviving company or the consolidated company shall be considered as having
the age of the oldest company which is a party to such merger or
consolidation for the purpose of complying with requirements of the laws
relating to age of company.
(Source: Laws 1937, p. 696.)
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