LD 2290
pg. 15
Page 14 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 16 of 31
Download Bill Text
LR 3693
Item 1

 
constituent limited partnership to the merger or consolidation,
including a limited partnership formed for the purpose of
consummating the merger, is the partnership agreement of the
surviving or resulting limited partnership.

 
10.__General effect of merger or consolidation.__A merger or
consolidation has the following effects.

 
A. The limited partnerships or other business entities that
are parties to the merger or consolidation agreement become
a single entity, which in the case of a merger is the
limited partnership or other business entity designated in
the plan of merger as the survivor and in the case of a
consolidation is the resulting limited partnership or other
business entity provided for in the plan of consolidation.

 
B.__The separate existence of each party to the merger or
consolidation agreement, except for the surviving or
resulting limited partnership or other business entity
ceases.

 
C.__The surviving or resulting limited partnership or other
business entity possesses all the rights, privileges,
immunities, powers and franchises of each constituent
limited partnership or other business entity and is subject
to all the restrictions, disabilities and duties of each of
the parties to the extent that those rights, privileges,
immunities, powers, franchises, restrictions, disabilities
and duties are applicable.

 
D.__All property, real, personal and mixed; all debts due,
including promises to make capital contributions and
subscriptions for shares or interests; all other choses in
action; and all other interests of or belonging to or due to
each of the constituent entities vest in the surviving or
resulting limited partnership or other business entity
without further act or deed.

 
E.__The title to all real estate and any interests in real
estate vested in a constituent limited partnership or other
business entity do not revert and are not in any way
impaired by reason of the merger or consolidation.

 
F.__The surviving or resulting limited partnership or other
business entity is liable for all liabilities and obligations of
each of the constituent limited partnerships or other business
entities so merged or consolidated and any claim existing or
action or proceeding pending by or against a constituent limited
partnership or other business entity may be prosecuted as if the
merger or consolidation had not taken place or the surviving or
resulting limited


Page 14 of 31 Top of Page Page 16 of 31