LD 1609
pg. 41
Page 40 of 146 PUBLIC Law Chapter 543 Page 42 of 146
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LR 1469
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limited partnership is dissociated from the entity 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 entity
to be purchased under section 1071 or another statute specifically
applicable to that partner's interest with respect to a merger.__
The surviving entity is bound under section 1072 by an act of a
general partner dissociated under this subsection, and the partner
is liable under section 1073 for transactions entered into by the
surviving entity after the merger takes effect.

 
§1097.__Statement of merger

 
1.__Filing of statement.__After a merger, the surviving
partnership or limited partnership may file a statement that one
or more partnerships or limited partnerships have merged into the
surviving entity.

 
2.__Statement of merger.__A statement of merger must contain:

 
A.__The name, the jurisdiction of organization and the date
of organization of each partnership or limited partnership
that is a party to the merger;

 
B.__The name of the surviving entity into which the other
partnerships or limited partnerships were merged;

 
C.__The street address of the surviving entity's chief
executive office and of an office in this State, if any;

 
D.__Whether the surviving entity is a partnership or a
limited partnership; and

 
E.__If the surviving partnership or limited partnership is
not organized under the laws of this State, a statement that
the surviving partnership or limited partnership:

 
(1)__Agrees that it may be served with process in this
State in a proceeding for enforcement of an obligation
of a party to the merger that was organized under the
laws of this State, as well as for enforcement of an
obligation of the surviving partnership or limited
partnership arising from the merger; and

 
(2)__Appoints the Secretary of State as its agent for
service of process in any such proceeding and the
surviving partnership or limited partnership shall
specify the address to which a copy of the process must
be mailed by the Secretary of State.


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