(a) When a merger takes effect:

(1) the separate existence of each limited partnership or other entity that is a party to the merger, other than the surviving entity, terminates;

(2) all property owned by each of the limited partnerships and other entities that are party to the merger vests in the surviving entity;

(3) all debts, liabilities, and other obligations of each limited partnership or other entity that is party to the merger become the obligations of the surviving entity;

(4) an action or proceeding pending by or against a limited partnership or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited partnership or other entity that is a party to the merger vest in the surviving entity.

(b) Unless the surviving entity is a partnership, the Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the registered office. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected pursuant to this subsection at the earliest of:

(1) the date the entity receives the process, notice, or demand;

(2) the date shown on the return receipt, if signed on behalf of the entity; or

(3) five days after its deposit in the mail, if mailed postpaid and correctly addressed.

(c) A partner of a merging limited partnership is liable for all obligations as a party to the merger for which the partner was personally liable before the merger.

(d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger does not require the limited partnership to wind up its business or pay its liabilities and distribute its assets pursuant to this chapter.

HISTORY: 2004 Act No. 221, Section 3.