LD 1609
pg. 40
Page 39 of 146 PUBLIC Law Chapter 543 Page 41 of 146
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LR 1469
Item 1

 
C.__All obligations of every partnership or limited
partnership that is a party to the merger become the
obligations of the surviving entity; and

 
D.__An action or proceeding pending against a partnership or
limited 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.

 
2.__Agent for service of process.__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 partnership or limited partnership
that is a party to a merger.__The surviving 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 partnership or limited partnership.

 
3.__Liability of partner.__A partner of the surviving
partnership or limited partnership is liable for:

 
A.__All obligations of a party to the merger for which the
partner was personally liable before the merger;

 
B.__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; and

 
C.__Except as otherwise provided in section 1034, 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.

 
4.__Obligations incurred before merger.__If the obligations
incurred before the merger by a party to the merger are not
satisfied out of the property of the surviving partnership or
limited partnership, 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 1087 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.

 
5.__Dissociated partner.__A partner of a party to a merger who
does not become a partner of the surviving partnership or


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