413Effect of merger or transfer on assets and liabilities

413 Effect of merger or transfer on assets and liabilities

413 Effect of merger or transfer on assets and liabilities

(1) In this section—

assets means a legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money), and includes securities, choses in action and documents.

instrument means an instrument (other than this Law) that creates, changes or extinguishes rights or liabilities (or would do so if filed or registered under any law), and includes a judgment, order and process of a court.

liabilities means liabilities, debts and obligations (whether present or future, whether vested or contingent and whether personal or assignable).

rights means any rights, powers, privileges or immunities (whether present or future, whether vested or contingent and whether personal or assignable).

(2) On and from the relevant day for an event to which this Division applies—

(a) the assets of the original body vest in the new body without the need for a conveyance, transfer, assignment or assurance; and

(b) the rights and liabilities of the original body become the rights and liabilities of the new body; and

(c) all proceedings by or against the original body pending immediately before the relevant day are taken to be proceedings pending by or against the new body; and

(d) an act, matter or thing done or omitted to be done by, to or in relation to the original body before the relevant day is (to the extent to which the act, matter or thing has any force or effect) taken to have been done or omitted by, to or in relation to the new body; and

(e) a reference in an instrument or in a document of any kind to the original body is to be read as, or as including, a reference to the new body.

(3) The operation of this section is not to be regarded—

(a) as a breach of contract or confidence or otherwise as a civil wrong; or

(b) as a breach of a contractual provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities; or

(c) as giving rise to a remedy by a party to an instrument, or as causing or permitting the termination of an instrument, because of a change in the beneficial or legal ownership of an asset, right or liability.