LD 1539
pg. 53
Page 52 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 54 of 101
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LR 1942
Item 1

 
3. Shareholder's liabilities and obligations. A person who
becomes subject to owner liability for some or all of the debts,
liabilities or obligations of any entity as a result of a merger
or share exchange has owner liability only to the extent provided
in the organic law of the entity and only for those debts,
liabilities and obligations that arise after the effective time
of the articles of merger or share exchange.

 
4. Foreign corporation. When a merger becomes effective, a
foreign corporation or a foreign other eligible entity that is
the survivor of the merger is deemed to:

 
A. Appoint the Secretary of State as its agent for service
of process in a proceeding to enforce the rights of
shareholders of each domestic corporation that is a party to
the merger who exercise appraisal rights and shall provide a
mailing address to which the Secretary of State may mail a
copy of any process served on the Secretary of State; and

 
B. Agree to promptly pay the amount, if any, to which the
shareholders under paragraph A are entitled under chapter
13.

 
5. Effect of merger or share exchange on liability. The
effect of a merger or share exchange on the owner liability of a
person who had owner liability for some or all of the debts,
obligations or liabilities of a party to the merger or share
exchange is as follows.

 
A. The merger or share exchange does not discharge any
liability under the organic law of the entity in which the
person was a shareholder, member or interest holder to the
extent any such owner liability arose before the effective
time of the articles of merger or share exchange.

 
B. The person does not have owner liability under the
organic law of the entity in which the person was a
shareholder, member or interest holder prior to the merger
or share exchange for any debt, obligation or liability that
arises after the effective time of the articles of merger or
share exchange.

 
C. The provisions of the organic law of any entity for
which the person had owner liability before the merger or
share exchange continue to apply to the collection or
discharge of any owner liability preserved by paragraph A,
as if the merger or share exchange had not occurred.

 
D. The person has whatever rights of contribution from other
persons are provided by the organic law of the entity for which
the person had owner liability with respect to any


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