29-373

29-373. 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 any partnership, limited partnership or
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 such entity fails to maintain an agent for service of process as
required by Arizona law, the secretary of state of this 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, limited partnership or
other 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 Arizona law, it shall promptly notify the secretary of state of the mailing address 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 at such address, if one has been provided.

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 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 the 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 other owner of the surviving entity is dissociated, as
provided in section 29-1051, from the partnership or limited partnership of which that
partner was a partner, as of the date the merger takes effect. If the dissociated
partner was a general partner before the merger, the surviving entity shall cause the
partner's interest in the merged partnership or limited partnership to be purchased under
section 29-334, subsection C or section 29-1061, as applicable, or another statute
specifically applicable to that partner's interest with respect to a merger. If the
dissociated partner was a general partner before the 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.