LD 2290
pg. 14
Page 13 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 15 of 31
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LR 3693
Item 1

 
be set forth in the organizing documents for that type of
business entity;

 
K.__A statement to the effect that the merger or
consolidation was effected in compliance with the laws
applicable to mergers or consolidations of all parties to
the merger or consolidation; and

 
L.__An agreement that the surviving or resulting business
entity shall continue to comply with all provisions of all
laws applicable to mergers or consolidations of all parties
to the merger or consolidation, including, without
limitation, provisions on payment of amounts to which
dissenting shareholders are entitled.

 
6.__Effective date.__A merger or consolidation under this
section takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set
forth in the articles of merger or consolidation.

 
7.__Appointment; Secretary of State.__When the merger or
consolidation takes effect, a surviving or resulting foreign
limited partnership or other business entity of a merger or
consolidation is considered to appoint the Secretary of State as
its agent for service of process in a proceeding to enforce any
obligation or the rights of dissenting partners of each limited
partnership party to the merger or consolidation.

 
8.__Cancellation; certificate of limited partnership.
Articles of merger or consolidation act as a certificate of
cancellation for a domestic limited partnership or other business
entity that is not the surviving or resulting business entity in
the merger or consolidation.

 
9.__Amendment to partnership agreement.__Notwithstanding
anything to the contrary contained in a partnership agreement, a
partnership agreement containing a specific reference to this
subsection may provide that an agreement or plan of merger or
consolidation approved in accordance with subsection 4 may effect
any amendment to the partnership agreement or effect the adoption
of a new partnership agreement for a limited partnership if it is
the surviving or resulting business entity in the merger or
consolidation.__Any amendment to a partnership agreement or
adoption of a new partnership agreement made pursuant to this
subsection is effective at the effective date and time of the
merger or consolidation.__The provisions of this subsection may
not be construed to limit the accomplishment of a merger or
consolidation by any other means provided for in a partnership
agreement or other agreement or as otherwise permitted by law,
including that the limited partnership agreement of any


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