Pennsylvania Statutes Title 7 P.S. Banks and Banking § 6020-188. Effect of merger, consolidation or conversion

(a) As of the filing of the articles of merger, consolidation or conversion in the Department of State, the merger, consolidation or conversion shall be effective.

(b) The certificate of merger, consolidation or conversion shall be conclusive evidence of the performance of all conditions precedent to the merger, consolidation or conversion and of the existence or creation of the resulting savings association or savings bank, except as against the Commonwealth.

(c) When a merger or consolidation or conversion becomes effective, the existence of each party to the plan, except the resulting association or savings bank, shall cease as a separate entity but shall continue in, and the parties to the plan shall be, a single corporation which shall be the resulting savings association or savings bank and which shall have without further act or deed, all the property, rights, powers, duties and obligations of each party to the plan.

(d) The articles of the resulting association or savings bank shall be, in the case of a merger, the same as its articles prior to the merger with any change stated in the articles of merger, or in the case of a consolidation, the provisions stated in the articles of consolidation.

(e) If the resulting corporation shall be a savings association such association shall have the authority to engage only in such business and exercise only such powers as it would have under original incorporation under this act. If the resulting corporation shall be a savings bank it shall engage only in such business and it shall have only such powers as it would have if it had been originally incorporated under the Banking Code of 1965 as amended.  1

(f) No liability of any party to the plan or of its members, directors, trustees or officers shall be affected, nor shall any lien on any property of a party to the plan be impaired, by the merger, consolidation or conversion. Any claim existing or action pending by or against any party to the plan may be prosecuted to judgment as if the merger, consolidation or conversion had not taken place or the resulting corporation may be substituted in its place.