U.S. Federal and State Cases, Codes, and Articles
Select a tab to search United States Cases, Codes, or Articles
U.S. Federal and State Cases, Codes, and Articles
Select a tab to search United States Cases, Codes, or Articles
Search for cases
Indicates required field
Search by keyword or citation
Indicates required field
Search blogs, article pages, and cases and codes
Indicates required field
Current as of February 19, 2021 | Updated by FindLaw Staff
(1) As used in this section, unless the context clearly requires otherwise:
(a) “Surviving foreign corporation” means a foreign corporation into which one or more other foreign corporations have merged.
(b) “New foreign corporation” means a foreign corporation formed by the consolidation of two or more other foreign corporations.
(c) “Certificate of merger” means the instrument, by whatever name it is called, filed or issued under any statute to merge one or more foreign corporations into another foreign corporation.
(d) “Certificate of consolidation” means the instrument, by whatever name it is called, filed or issued under any statute to consolidate two or more foreign corporations into a new foreign corporation.
(e) “Certified copy”, when used with reference to a certificate of merger or a certificate of consolidation, means a copy of the certificate of merger or of the certificate of consolidation, as the case may be, which was filed in or issued by the jurisdiction of the surviving corporation, as the case may be, to make the merger or consolidation effective, certified by the official of such jurisdiction having custody of its records pertaining to corporations.
(2) Whenever a foreign corporation shall merge into or consolidate with another foreign corporation, and a certified copy of the certificate of merger or certificate of consolidation, as the case may be, is filed in the office of the secretary of state of New Jersey, any and all real property in New Jersey and any and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to have been vested in the surviving foreign corporation or the new foreign corporation, as the case may be, upon the effective date of the merger or consolidation, without further act or deed. Such merger or consolidation shall be valid and effectual to vest title to such real property and interests therein in the surviving foreign corporation or the new foreign corporation, as the case may be, as fully and completely as if regularly conveyed to it by deed.
(3) The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which became effective before the effective date of this act, as well as to every merger and every consolidation of foreign corporations which shall become effective after the effective date of this act, whether the certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, was filed in the office of the secretary of state of New Jersey before the effective date of this act or shall be so filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective before the effective date of this act, the title of each surviving foreign corporation and of each new foreign corporation to all real property in New Jersey and to all interests in real property in New Jersey which at the time of the merger or consolidation was owned by each foreign corporation which was a party to the merger or consolidation is hereby confirmed and made valid and effectual, provided a certified copy of the certificate of consolidation, as the case may be, is filed in the office of the secretary of state of New Jersey.
Cite this article: FindLaw.com - New Jersey Statutes Title 14A. Corporations, General 14A § 13-13 - last updated February 19, 2021 | https://codes.findlaw.com/nj/title-14a-corporations-general/nj-st-sect-14a-13-13/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.
Get help with your legal needs
FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.
Search our directory by legal issue
Enter information in one or both fields (Required)