29-1086

29-1086. Effect of merger

A. When a merger takes effect:

1. The separate existence of every partnership, limited partnership or other
business entity that is a party to the merger, other than the surviving entity, ceases.

2. All property owned by each of the merged partnerships, limited partnerships or
other business entities vests in the surviving entity.

3. All obligations of every partnership, limited partnership or other business
entity that is a party to the merger become the obligations of the surviving entity.

4. An action or proceeding pending against a partnership, a limited partnership or
any other business entity 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. If the surviving entity is a foreign partnership or limited partnership, at any
time during which the surviving entity fails to maintain an agent for service of process
as required by the law of this state, the secretary of state is the agent for service of
process in an action or proceeding against a surviving foreign partnership or limited
partnership to enforce an obligation of a domestic partnership, domestic limited
partnership or any other domestic business entity that is a party to a merger. Until the
surviving foreign partnership or limited partnership appoints an agent for service of
process as required by the law of this state, it shall promptly notify the secretary of
state of its chief executive office and of any change of address. On receipt of process,
the secretary of state shall mail a copy of the process to the surviving foreign
partnership or limited partnership.

C. If the surviving entity is a partnership or limited partnership, a partner of
the surviving partnership or limited partnership is liable for:

1. All obligations of a party to the merger for which the partner was personally
liable before the merger.

2. All other obligations of the surviving entity incurred before the merger by a
party to the merger, but those obligations may be satisfied only out of property of the
entity.

3. All obligations of the surviving entity incurred after the merger takes effect,
but those obligations may be satisfied only out of property of the entity if the partner
is a limited partner.

D. If the obligations incurred before the merger by a partnership or a limited
partnership that is a party to the merger are not to be satisfied out of the property of
the surviving entity pursuant to the plan of merger, the general partners of that party
immediately before the effective date of the merger shall contribute the amount necessary
to satisfy that party's obligations to the surviving entity, in the manner provided in
section 29-1077 or in the limited partnership act of the jurisdiction in which the party
was formed, as the case may be, as if the merged party were dissolved.

E. A partner of a partnership or limited partnership that is a party to a merger
who does not become a partner or any other owner of the surviving entity is dissociated
from the partnership or limited partnership, of which that partner was a partner, as of
the date the merger takes effect. The surviving entity shall cause the partner's
interest in the merged partnership or limited partnership to be purchased under section
29-1061 or another statute specifically applicable to that partner's interest with
respect to a merger. The surviving entity is bound under section 29-1062 by an act of a
general partner dissociated under this subsection, and the partner is liable under
section 29-1063 for transactions entered into by the surviving entity after the merger
takes effect.