SEC. 79-13-906. Effect of merger.
(a) When a merger takes effect:
(1) The separate existence of every domestic partnership that is a party to the merger, other than the surviving entity, ceases;
(2) All property owned by each of the merged domestic partnerships vests in the surviving entity;
(3) All obligations of every domestic partnership that is a party to the merger become the obligations of the surviving entity; and
(4) An action or proceeding pending against a domestic partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(b) The Secretary of State of this state is the agent for service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic partnership that is a party to a merger. The surviving foreign entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign entity.
(c) A partner of a domestic partnership which is a party to a merger remains liable for all obligations incurred by such domestic partnership before the merger and for which the partner was personally liable before the merger.
(d) Without affecting any liability a partner may have in accordance with the provisions of subsection (c) of this section, a partner of a domestic partnership which is the survivor of a merger:
(1) Shall not become personally liable as a result of the merger for obligations of the surviving partnership incurred before the merger by a party to the merger of which that partner was not a general partner; and
(2) Except as otherwise provided in Section 79-13-306, shall become personally liable for all obligations of the surviving partnership incurred after the merger takes effect.
(e) In the case of a partner of a domestic partnership which is a party to a merger who does not become a partner, shareholder, member or other equity owner of the surviving entity:
(1) The surviving entity shall cause the partner's interest in the partnership to be purchased under Section 79-13-701; and
(2) If the surviving entity is a domestic partnership, the surviving partnership is bound under Section 79-13-702 by an act of the terminated partner, and the terminated partner is liable under Section 79-13-703 for transactions entered into by the surviving partnership after the merger takes effect.
SOURCES: Laws, 2004, ch. 458, § 906, SB 2504, eff from and
after Jan. 1, 2005.
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