What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations?
Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and personal property, including receivables due on whatever account, and subscriptions to shares, are deemed transferred to and vested in the surviving or consolidated corporation without the need for any further act or deed. Furthermore, the surviving or consolidated corporation shall be responsible for all the liabilities and obligations of each constituent corporation, as though it had itself incurred them. Crucially, the rights of creditors or liens upon the property of the constituent corporations shall not be impaired by the merger or consolidation.
30 October 2025
About Nicolas and De Vega Law Offices
Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
