§ 3-115. Effect of transfer of assets

   (a) General rule. -- Consummation of a transfer of assets has the effects provided in this section.

(b) Transfer of property, rights, privileges, and franchises. --

   (1) The assets of the transferor, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor to the extent provided in the articles without further act or deed.

   (2) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferor:

      (i) By its current officers; or

      (ii) If the corporation no longer exists, by its last acting officers.

(c) Successor liable for debts and obligations. --

   (1) The successor is liable for all the debts and obligations of the transferor to the extent provided in the articles of transfer.

   (2) A transfer of assets does not impair the rights of a creditor, including rights under the Commercial Law Article.

HISTORY: An. Code 1957, art. 23, § 72; 1975, ch. 311, § 2.