56a-906. Effect of merger.
56a-906
56a-906. Effect of merger.(a) When a merger takes effect:
(1) The separate existence of every partnership orlimited partnership that is a party to the merger, other than thesurviving entity, ceases;
(2) all property owned by each of the mergedpartnerships or limited partnerships vests in the surviving entity;
(3) all obligations of every partnership or limitedpartnership that is a party to the merger become the obligations ofthe surviving entity; and
(4) an action or proceeding pending against apartnership or limited partnership that is a party to the mergermay be continued as if the merger had not occurred, or thesurviving entity may be substituted as a party to the action orproceeding.
(b) The secretary of state of this state is the agentfor service of process in an action or proceeding against asurviving foreign partnership or limited partnership to enforce anobligation of a domestic partnership or limited partnership that isa party to a merger. The surviving entity shall promptly notifythe secretary of state of the mailing address of itsprincipal office and of any change of address.Service of process shall be made in the mannerprescribed by K.S.A. 60-304 and amendments thereto.
(c) A partner of the surviving partnership or limitedpartnership is liable for:
(1) All obligations of a party to the merger forwhich the partner was personally liable before the merger;
(2) all other obligations of the surviving entityincurred before the merger by a party to the merger, but thoseobligations may be satisfied only out of property of the entity;and
(3) except as otherwise provided inK.S.A. 56a-306 and amendmentsthereto, allobligations of the surviving entity incurredafter the merger takes effect, but those obligations may besatisfied only out of property of the entity if the partner is alimited partner.
(d) If the obligations incurred before the merger by aparty to the merger are not satisfied out of the property of thesurviving partnership or limited partnership, the general partnersof that party immediately before the effective date of the mergershall contribute the amount necessary to satisfy that party'sobligations to the surviving entity, in the manner provided inK.S.A. 56a-807 or in the limited partnership act of the jurisdictionin which the party was formed, as the case may be, as if the mergedparty were dissolved.
(e) A partner of a party to a merger who does not becomea partner of the surviving partnership or limited partnership isdissociated from the entity, of which that partner was a partner,as of the date the merger takes effect. The surviving entity shallcause the partner's interest in the entity to be purchased underK.S.A. 56a-701 or another statute specifically applicable to thatpartner's interest with respect to a merger. The surviving entityis bound underK.S.A. 56a-702 by an act of a general partnerdissociated under this subsection, and the partner is liable underK.S.A. 56a-703 for transactions entered into by the surviving entityafter the merger takes effect.
History: L. 1998, ch. 93, § 50; Jan. 1, 1999.