8549 - Effect of merger or consolidation.
§ 8549. Effect of merger or consolidation. (a) Single surviving or new limited partnership.--Upon the merger or consolidation becoming effective, the several limited partnerships parties to the plan of merger or consolidation shall be a single limited partnership which, in the case of a merger, shall be the limited partnership designated in the plan of merger as the surviving limited partnership and, in the case of a consolidation, shall be the new limited partnership provided for in the plan of consolidation. The separate existence of all limited partnerships parties to the plan of merger or consolidation shall cease, except that of the surviving limited partnership, in the case of a merger. (b) Property rights.--All the property, real, personal and mixed, of each of the limited partnerships parties to the plan of merger or consolidation, and all debts due on whatever account to any of them, as well as all other things and causes of action belonging to any of them, shall be deemed to be vested in and shall belong to the surviving or new limited partnership, as the case may be, without further action, and the title to any real estate, or any interest therein, vested in any of the limited partnerships shall not revert or be in any way impaired by reason of the merger or consolidation. The surviving or new limited partnership shall thenceforth be responsible for all the liabilities of each of the limited partnerships so merged or consolidated. Liens upon the property of the merging or consolidating limited partnerships shall not be impaired by the merger or consolidation, and any claim existing or action or proceeding pending by or against any of the limited partnerships may be prosecuted to judgment as if the merger or consolidation had not taken place or the surviving or new limited partnership may be proceeded against or substituted in its place. (c) Taxes.--Any taxes, interest, penalties and public accounts of the Commonwealth claimed against any of the merging or consolidating limited partnerships that are settled, assessed or determined prior to or after the merger or consolidation shall be the liability of the surviving or new limited partnership and, together with interest thereon, shall be a lien against the property, both real and personal, of the surviving or new limited partnership. (d) Certificate of limited partnership.--In the case of a merger, the certificate of limited partnership of the surviving domestic limited partnership, if any, shall be deemed to be amended to the extent, if any, that changes in its certificate of limited partnership are stated in the plan of merger. In the case of a consolidation into a domestic limited partnership, the statements that are set forth in the plan of consolidation, or certificate of limited partnership set forth therein, shall be deemed to be the certificate of limited partnership of the new limited partnership. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (c).