Section 10-9B-1107 Effect of merger.
Section 10-9B-1107
Effect of merger.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) When a merger takes effect:
(1) The separate existence of every business entity that is a party to the merger, other than the surviving business entity, ceases;
(2) All property owned by each of the merged business entities vests in the surviving business entity;
(3) All obligations of every business entity that is a party to the merger become the obligations of the surviving business entity; and
(4) An action or proceeding pending by or against a business entity that is a party to the merger may be continued as if the merger had not occurred, or the surviving business 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 business entity to enforce an obligation of a domestic business entity 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 any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign business entity.
(c) An equity owner of the surviving business entity is liable for:
(1) All obligations of a party to the merger for which such person was personally liable before the merger;
(2) All other obligations of the surviving business entity, if the surviving business entity is a general partnership or limited partnership, incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the surviving business entity; and
(3) All obligations of the surviving business entity incurred after the merger takes effect if the surviving business entity is a general partnership or limited partnership and the equity owner is a general partner.
(d) If the obligations incurred before the merger by a party to the merger that is a general partnership or limited partnership to the merger are not satisfied out of the property of the surviving business entity, the general partners of a general partnership or limited partnership that is a party to the merger immediately before the effective date of the merger shall contribute to the surviving business entity the amount necessary to satisfy that party's obligations in the manner provided in the general or limited partnership act of the jurisdiction in which the general or limited partnership was formed, as the case may be, as if the merged partnership were dissolved.
(e) A partner of a limited partnership that is a party to a merger who does not become an equity owner of the surviving business entity is deemed withdrawn from the limited partnership, of which that partner was a partner, as of the date the merger takes effect. The surviving business entity shall cause the partner's interest in the partnership to be purchased under Section 10-9B-604 or another statute specifically applicable to that partner's interest in connection with the merger. The surviving business entity is bound under Section 10-8A-702 by an act of a general partner deemed withdrawn under this subsection, and the partner is liable under Section 10-8A-703 for transactions entered into by the surviving business entity after the merger takes effect.
(Act 97-921, 1st Ex. Sess., p. 335, §1.)