Mich. Comp. Laws § 450.1724

Merger; applicable provisions; share exchange.

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BUSINESS CORPORATION ACT


Act 284 of 1972


450.1724 Merger; applicable provisions; share exchange.

Sec. 724.

    (1) When a merger takes effect, all of the following apply:

    (a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.

    (b) The title to all real estate and other property and rights owned by each corporation party to the merger are vested in the surviving corporation without reversion or impairment.

    (c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.

    (d) The surviving corporation has all liabilities of each corporation party to the merger.

    (e) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

    (f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.

    (g) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted.

    (2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan.

History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997

Notes of Decisions
Cited in 14 cases (5 in the last 5 years), 1995–2025 · leading case: Kim v. Jpmorgan Chase Bank, Na
Kim v. Jpmorgan Chase Bank, Na (2012) mich · cites it 4× “”); MCL 450.1724(1)(b) (“When a merger takes effect, .”
Jeffrey v. Rapid American Corp. (1995) mich · cites it 2× “MCL 450.1724(1)(d); MSA 21.200(724)(1)(d); 15 Fletcher, supra, Cyclopedia of Private Corporations, § 7082, p 124.”
Department of Environmental Quality v. Waterous Co (2008) michctapp · cites it 2× “9 MCL 450.1724(1). 10 MCR 2.613(C). 11 Glen Lake-Crystal River Watershed Riparians v Glen Lake Ass’n 264 Mich App 523, 531 ; 695 NW2d 508 (2004).”
H-D Michigan, LLC v. Hellenic Duty Free Shops S.A. (2012) ca7 “See Mich. Comp. Laws § 450.1724 (l)(b) (“the title to all real estate and other property and rights owned by each corporation party to the merger are vested in the surviving corporation without reversion or impairment.”
Keith Dawson v. Rent-A-Center (2012) ca6 · cites it 2× “See Mich. Comp. Laws § 450.1724 (l)(d). Because Rent-A-Center qualifies as Rent-Way’s “successor” by merger, Dawson consented in 2005 to arbitrate with Rent-A-Center.”
John Johnson v. Ventra Group, Inc. And Ventratech Limited (1999) ca6 “See Mich. Comp. Laws § 450.1724 (1990). Although there appears to have been an amalgamation between Ventra Manufacturing and Ventra Group, there was never an amalgamation between Ventra Manufacturing and Manutec.”
Comerica Inc v. Department of Treasury (2020) michctapp · cites it 4× “at 111 , citing 12 USC 215a(e) and MCL 450.1724(1)(b). Here, the tax credits were not purchased by Comerica-Texas, but were acquired by operation of law when Comerica- Michigan merged into Comerica-Texas.”
Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (2022) mich · cites it 4× “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
Leslie J Murphy v. Samuel M Inman III (2022) mich · cites it 4× “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
Comerica Inc v. Department of Treasury (2022) mich · cites it 2× “1123(2), it similarly provides that following a merger the surviving corporation receives all rights and title to property “without reversion or impairment,” MCL 450.1724(1)(b), as well as “all liabilities,” MCL 450.”
Comerica Inc v. Department of Treasury (2022) mich · cites it 2× “1123(2), it similarly provides that following a merger the surviving corporation receives all rights and title to property “without reversion or impairment,” MCL 450.1724(1)(b), as well as “all liabilities,” MCL 450.”
Pnc Bank Na v. Mark a Heinz (2016) michctapp “” MCL 450.1724(1)(b); also see 12 USC 215a(e) (“All rights, franchises, and interests of the individual merging banks or banking associations in and to every type of property (real, personal, and mixed) and choses in action shall be transferred to and vested in the receiving…”
— Mich. Comp. Laws § 450.1724(1) — 1 case
Department of Environmental Quality v. Waterous Co (2008) michctapp “9 MCL 450.1724(1). 10 MCR 2.613(C). 11 Glen Lake-Crystal River Watershed Riparians v Glen Lake Ass’n 264 Mich App 523, 531 ; 695 NW2d 508 (2004).”
— Mich. Comp. Laws § 450.1724(1)(a) — 2 cases
Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (2022) mich “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
Leslie J Murphy v. Samuel M Inman III (2022) mich “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
— Mich. Comp. Laws § 450.1724(1)(b) — 7 cases
Kim v. Jpmorgan Chase Bank, Na (2012) mich “”); MCL 450.1724(1)(b) (“When a merger takes effect, .”
Comerica Inc v. Department of Treasury (2020) michctapp “at 111 , citing 12 USC 215a(e) and MCL 450.1724(1)(b). Here, the tax credits were not purchased by Comerica-Texas, but were acquired by operation of law when Comerica- Michigan merged into Comerica-Texas.”
Msc 345758 Leslie J Murphy V Samuel M Inman Iii Supremecourtopinion 4/5/2022 (2022) mich “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
Leslie J Murphy v. Samuel M Inman III (2022) mich “” See MCL 450.1724; Schulman, Moscow, and Lesser, Michigan Corporation Law & Practice (rev ed, 2022 supp), §§ 7.”
Pnc Bank Na v. Mark a Heinz (2016) michctapp “” MCL 450.1724(1)(b); also see 12 USC 215a(e) (“All rights, franchises, and interests of the individual merging banks or banking associations in and to every type of property (real, personal, and mixed) and choses in action shall be transferred to and vested in the receiving…”
— Mich. Comp. Laws § 450.1724(1)(d) — 5 cases
Jeffrey v. Rapid American Corp. (1995) mich “MCL 450.1724(1)(d); MSA 21.200(724)(1)(d); 15 Fletcher, supra, Cyclopedia of Private Corporations, § 7082, p 124.”
Department of Environmental Quality v. Waterous Co (2008) michctapp “9 MCL 450.1724(1). 10 MCR 2.613(C). 11 Glen Lake-Crystal River Watershed Riparians v Glen Lake Ass’n 264 Mich App 523, 531 ; 695 NW2d 508 (2004).”
Comerica Inc v. Department of Treasury (2022) mich “1123(2), it similarly provides that following a merger the surviving corporation receives all rights and title to property “without reversion or impairment,” MCL 450.1724(1)(b), as well as “all liabilities,” MCL 450.”
Comerica Inc v. Department of Treasury (2022) mich “1123(2), it similarly provides that following a merger the surviving corporation receives all rights and title to property “without reversion or impairment,” MCL 450.1724(1)(b), as well as “all liabilities,” MCL 450.”
— Mich. Comp. Laws § 450.1724(b) — 1 case
Kim v. Jpmorgan Chase Bank, Na (2012) mich “”); MCL 450.1724(1)(b) (“When a merger takes effect, .”
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