104 MERGERS AND ACQUISITIONS
a. Merger – is the absorption of one (1) or more corporations by another existing corporation, which retains its identity and takes over the rights, privileges, franchises, and properties, and assumes all the liabilities and obligations of the absorbed corporation(s) in the same manner as if it had itself incurred such liabilities or obligations. The absorbing corporation continues its existence while the life or lives of the other corporation(s) is/are terminated.
b. Consolidation – is the union of two (2) or more corporations into a single new corporation, called the consolidated corporation, all the constituent corporations thereby ceasing to exist as separate entities. The consolidated corporation shall thereupon and thereafter possess all the rights, privileges, immunities, franchises and properties, and assume all the liabilities and obligations of each of the constituent corporations in the same manner as if it had itself incurred such liabilities or obligations.
(Circular Nos. 917 dated 08 July 2016, 903 dated 29 February 2016, M-2015-043 dated 11 December 2015, CL-2015-067 dated 05 November 2015, Circular No. 890 dated 02 November 2015, CL-2015-050 dated 18 August 2015, CL-2015-029 dated 06 May 2015, M-2015-008 dated 28 January 2015, and M-2014-003 dated 27 January 2014)