Mass. Gen. Laws » Part I Title XXII Chapter 156B
Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 80 (2026)

Effect of consolidation or merger; rights of creditors

✓ current as of July 2026
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Section 80. (a) Upon the effective date of the consolidation or merger under articles of consolidation or merger filed pursuant to sections seventy-eight or seventy-nine, for all purposes of the laws of Massachusetts:

(1) The separate existence of all the constituent corporations parties to the agreement of consolidation or merger, except any corporation into which any other constituent corporation or corporations have been merged, shall cease;

(2) the constituent corporations shall become a new corporation or be merged into one of such corporations in accordance with the provisions of said agreement of consolidation or merger;

(3) The articles of merger shall be deemed to be an amendment of the articles of organization of any constituent corporation organized under the laws of Massachusetts and surviving the merger and may thereafter be further amended in the manner provided in this chapter;

(4) the articles of consolidation shall be deemed to be the articles of organization of any corporation resulting from the consolidation and organized under the laws of Massachusetts and may thereafter be amended in the manner provided in this chapter;

(5) all of the estate, property, rights, privileges, powers and franchises of the constituent corporations and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and other choses in action belonging to any of them, shall be transferred to and vested in the resulting or surviving corporation, without further act or deed; provided, however, that upon consolidation or merger of a cemetery corporation or association established pursuant to chapter one hundred and fourteen and a nonprofit corporation established pursuant to chapter one hundred and eighty, the surviving corporation shall not be liable for any claim, cost, loss, expense or damage in connection with or related to said constituent cemetery corporation or association which occurs prior to the consolidation or merger, except to the extent of the assets or income attributable to such assets of said constituent cemetery corporation or association, and all claims, demands, property and other interest shall be the property of the resulting or surviving corporation, and the title to all real estate vested in any of the constituent corporations shall not revert or be in any way impaired by reason of the merger or consolidation, but shall be vested in the resulting or surviving corporation.

(b) The rights of creditors of any constituent corporation shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against such corporation, or any stockholder, director, or officer thereof, be released or impaired by any such consolidation or merger, but such resulting or surviving corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such resulting or surviving corporation had itself incurred such liabilities or obligations. The stockholders, directors, and officers of the constituent corporations shall continue to be subject to all the liabilities, claims and demands existing against them as such at or before the consolidation or merger. No action or proceeding then pending before any court or tribunal of the commonwealth in which any constituent corporation is a party, or in which any such stockholder, director, or officer is a party, shall abate or be discontinued by reason of such consolidation or merger, but any such action or proceeding may be prosecuted to final judgment as though no consolidation or merger had taken place, or such resulting or surviving corporation may be substituted as a party in place of any constituent corporation by the court in which such action or proceeding is pending.

Notes of Decisions
Cited in 13 cases (1 in the last 5 years), 1971–2021 · leading case: Gurry v. Cumberland Farms, Inc., 550 N.E.2d 127 (Mass. 1990).
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Gurry v. Cumberland Farms, Inc., 550 N.E.2d 127 (Mass. 1990). · cites it 3× “G. L. c. 156B, § 80 (b) (1988 ed.). A Superior Court judge granted the defendant’s motion for summary judgment, Mass.”
Braga v. Genlyte Grp., Inc., 420 F.3d 35 (1st Cir. 2005). · cites it 3× “The court held that Cumberland could not be sued for Cranberry’s alleged negligence because Cranberry itself “would have been immune from suit since all the acts and omissions alleged against [it] arose out of the direct employment relationship” between it and Gurry.”
Barrett v. Rodgers, 562 N.E.2d 480 (Mass. 1990). “See Gurry, supra at 619 ; G. L. c. 156B, § 80 (6) (1988 ed.). The instances in which a single legal entity (an individual or a corporation) will be liable under both the workers’ compensation scheme and in a lawsuit for a single injury arising out of a single workplace incident…”
Comm'r of Revenue v. SCA Disposal Servs. of New England, Inc., 421 N.E.2d 766 (Mass. 1981). · cites it 2× “G. L. c. 156B, § 80 (a) (5). There was no sales price as such.”
Wheeler v. Springfield Sugar & Prods. Co., 447 N.E.2d 13 (Mass. App. Ct. 1983). “In light of G. L. c. 156B, § 80(h), here applicable by reason of G.”
Dunkin' Donuts Franchised Restaurants, LLC v. Claudia I, LLC, 998 F. Supp. 2d 383 (E.D. Pa. 2014). “The Massachusetts Corporation Code produces the same result as Pennsylvania corporate law, see Mass. Gen. Laws Ann. ch. 156B, § 80; therefore, I will apply Pennsylvania law.”
Mass Printing & Forms, Inc. v. RKS Health Ventures Corp., 11 Mass. L. Rptr. 755 (Mass. Super. Ct. 2000). “at 13; G.L.c. 156B, §80(b) (“surviving corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such resulting or surviving corporation had itself…”
U.S. Sec. Assocs., Inc. v. Parretti (D. Mass. 2019). · cites it 3× “; see also M.G.L. c. 156B § 80. Thus, the property, right, and privilege to enforce the post-employment obligations in Defendant’s contract vested in Allied, the surviving corporation.”
Hoy v. Nat'l Sch. Bus Serv., Inc., 19 Mass. L. Rptr. 429 (Mass. Super. Ct. 2005). · cites it 2× “” G.L.c. 156B, §80(1). The corporation that emerges from a merger assumes “all of the estate, property, rights, privileges, powers and franchises” and “all liabilities and obligations” of the subsumed corporation.”
The Ann Wigmore Found., Inc. v. The Sterling Found., Inc. (D. Mass. 2021). “” Mass. Gen. Laws ch. 156B, § 80(a)(1); see also Mass.”
Driver Logistics Serv., Inc. v. United States, 197 F. Supp. 2d 1346 (M.D. Fla. 2002). “1106), and Massachusetts (Mass. Gen. Laws Ann. ch. 156B § 80), the corporation that survives following a merger has primary liability for the predecessor entities’ liabilities and obligations.”
Smith v. Massachusetts Elec. Co., 274 N.E.2d 350 (Mass. 1971). “The plaintiff contends that under the provisions of G. L. c. 156B, § 80 (b), formerly c. 156, § 46C, the defendant assumed all of the liabilities and obligations of the corporation which had installed the pole.”
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— Mass. Gen. Laws ch. 156B, § 80(1) — 1 case
Hoy v. Nat'l Sch. Bus Serv., Inc., 19 Mass. L. Rptr. 429 (Mass. Super. Ct. 2005). “” G.L.c. 156B, §80(1). The corporation that emerges from a merger assumes “all of the estate, property, rights, privileges, powers and franchises” and “all liabilities and obligations” of the subsumed corporation.”
— Mass. Gen. Laws ch. 156B, § 80(5) — 1 case
Hoy v. Nat'l Sch. Bus Serv., Inc., 19 Mass. L. Rptr. 429 (Mass. Super. Ct. 2005). “” G.L.c. 156B, §80(1). The corporation that emerges from a merger assumes “all of the estate, property, rights, privileges, powers and franchises” and “all liabilities and obligations” of the subsumed corporation.”
— Mass. Gen. Laws ch. 156B, § 80(a) — 1 case
Braga v. Genlyte Grp., Inc., 420 F.3d 35 (1st Cir. 2005). “The court held that Cumberland could not be sued for Cranberry’s alleged negligence because Cranberry itself “would have been immune from suit since all the acts and omissions alleged against [it] arose out of the direct employment relationship” between it and Gurry.”
— Mass. Gen. Laws ch. 156B, § 80(a)(1) — 1 case
The Ann Wigmore Found., Inc. v. The Sterling Found., Inc. (D. Mass. 2021). “” Mass. Gen. Laws ch. 156B, § 80(a)(1); see also Mass.”
— Mass. Gen. Laws ch. 156B, § 80(a)(5) — 2 cases
Braga v. Genlyte Grp., Inc., 420 F.3d 35 (1st Cir. 2005). “The court held that Cumberland could not be sued for Cranberry’s alleged negligence because Cranberry itself “would have been immune from suit since all the acts and omissions alleged against [it] arose out of the direct employment relationship” between it and Gurry.”
U.S. Sec. Assocs., Inc. v. Parretti (D. Mass. 2019). “; see also M.G.L. c. 156B § 80. Thus, the property, right, and privilege to enforce the post-employment obligations in Defendant’s contract vested in Allied, the surviving corporation.”
— Mass. Gen. Laws ch. 156B, § 80(b) — 2 cases
Braga v. Genlyte Grp., Inc., 420 F.3d 35 (1st Cir. 2005). “The court held that Cumberland could not be sued for Cranberry’s alleged negligence because Cranberry itself “would have been immune from suit since all the acts and omissions alleged against [it] arose out of the direct employment relationship” between it and Gurry.”
Mass Printing & Forms, Inc. v. RKS Health Ventures Corp., 11 Mass. L. Rptr. 755 (Mass. Super. Ct. 2000). “at 13; G.L.c. 156B, §80(b) (“surviving corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such resulting or surviving corporation had itself…”
— Mass. Gen. Laws ch. 156B, § 80(h) — 1 case
Wheeler v. Springfield Sugar & Prods. Co., 447 N.E.2d 13 (Mass. App. Ct. 1983). “In light of G. L. c. 156B, § 80(h), here applicable by reason of G.”
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