79-14-211 - Merger and consolidation of limited partnership.
§ 79-14-211. Merger and consolidation of limited partnership.
(a) Unless otherwise provided in the certificate of limited partnership or partnership agreement, one or more domestic limited partnerships may merge or consolidate with a domestic or foreign entity pursuant to a plan of merger or consolidation.
(b) A domestic or foreign entity may be a party to the merger or consolidation, or may be created by the terms of the plan of merger or consolidation, only if:
(1) The merger or consolidation is permitted by the laws under which the entity is organized or by which it is governed; and
(2) In effecting the merger or consolidation, the entity complies with such laws and with its organizational documents.
(c) A domestic limited partnership that is not the surviving or resulting entity in the merger or consolidation shall file a certificate of cancellation, which shall have an effective date not later than the effective date of the merger or consolidation.
(d) If following a merger or consolidation of one or more domestic limited partnerships and one or more foreign entities, the surviving or resulting entity is a foreign entity, there shall be attached to the certificate of cancellation filed pursuant to Section 79-14-203 for each such domestic limited partnership a certificate executed by the surviving or resulting foreign entity, stating that the surviving or resulting foreign entity agrees that it may be served with process in the State of Mississippi in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. In the event of service hereunder upon the Secretary of State, the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in the certificate provided for in this section and any other address which the plaintiff may elect to furnish, and the Secretary of State shall notify the surviving or resulting foreign entity at all such addresses furnished by the plaintiff.
(e) Upon the effective date of any merger or consolidation effected under this section, which said effective date shall not be earlier than when any certificate of cancellation required by subsection (b) of this section shall have become effective for all purposes of the laws of the State of Mississippi, all of the rights, privileges and powers of each of the foreign or domestic entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said foreign or domestic entities, as well as all other things and causes of action belonging to each of such foreign or domestic entities shall be vested in the surviving or resulting foreign or domestic entity, and shall thereafter be the property of the surviving or resulting foreign or domestic entity as they were of each of the foreign or domestic entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the State of Mississippi, in any of such foreign or domestic entities, shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of any of said foreign or domestic entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the foreign or domestic entities that have merged or consolidated shall thenceforth attach to the surviving or resulting foreign or domestic entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
Sources: Laws, 1987, ch. 488, § 211; Laws, 2000, ch. 469, § 41, eff from and after July 1, 2000.