Maine Revised Statutes Title 31 Sec. 1096 – Effect of merger
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1. Effect of merger. When a merger takes effect:
A. The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and [PL 2005, c. 543, Pt. A, §2 (NEW).]
D. An action or proceeding pending against a partnership or limited partnership that is a party to the 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. [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1096
- General partner: means a partner in a partnership, a general partner in a limited partnership, a general partner in a limited liability partnership and a general partner in a limited liability limited partnership. See Maine Revised Statutes Title 31 Sec. 1091
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited partner: means a limited partner in a limited partnership and a limited partner in a limited liability partnership. See Maine Revised Statutes Title 31 Sec. 1091
- Limited partnership: means a limited partnership created under the Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction. See Maine Revised Statutes Title 31 Sec. 1091
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: includes both a general partner and a limited partner. See Maine Revised Statutes Title 31 Sec. 1091
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means a partnership formed under section 1022 or any predecessor law. See Maine Revised Statutes Title 31 Sec. 1091
- Property: means all property, real, personal or mixed, tangible or intangible or any interest therein. See Maine Revised Statutes Title 31 Sec. 1001
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1001
- Statute: A law passed by a legislature.
2. Agent for service of process. The Secretary of State is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign partnership or limited partnership.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
3. Liability of partner. A partner of the surviving partnership or limited partnership is liable for:
A. All obligations of a party to the merger for which the partner was personally liable before the merger; [PL 2005, c. 543, Pt. A, §2 (NEW).]
B. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and [PL 2005, c. 543, Pt. A, §2 (NEW).]
C. Except as otherwise provided in section 1034, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner. [PL 2005, c. 543, Pt. A, §2 (NEW).]
[PL 2005, c. 543, Pt. A, §2 (NEW).]
4. Obligations incurred before merger. If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving entity, in the manner provided in section 1087 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
5. Dissociated partner. A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity of which that partner was a partner as of the date the merger takes effect. The surviving entity shall cause the partner’s interest in the entity to be purchased under section 1071 or another statute specifically applicable to that partner’s interest with respect to a merger. The surviving entity is bound under section 1072 by an act of a general partner dissociated under this subsection, and the partner is liable under section 1073 for transactions entered into by the surviving entity after the merger takes effect.
[PL 2005, c. 543, Pt. A, §2 (NEW).]
SECTION HISTORY
PL 2005, c. 543, §A2 (NEW).