§ 362-1-906

362.1 -906 Effect of merger. (1) 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; (b) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; (c) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and (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. (2) The Secretary of State of this Commonwealth is the agent for service of process in an action or proceeding against a sur viving foreign partnership or limited partnership to enforce an obligation of a domestic 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 e xecutive office and of any change of address.

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 e xecutive 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. (3) 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; (b) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be sat isfied only out of property of the entity; and (c) Except as otherwise provided in KRS 362.1 -306, 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 t he partner is a limited partner. (4) 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, then the general partners of that party immediately befor e the effective

he merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, then the general partners of that party immediately befor e 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 KRS 362.1 -807 or in the Limited Partnership Act of the jurisdiction in which the party was forme d, as the case may be, as if the merged party were dissolved. (5) 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 KRS 362.1 -701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under KRS 362.1 -702 by an act of a general partner dissociated under this subsection, and the partner is liable under KRS 362.1 -703 for transactions entered into by the surviving entity after the merger takes effect.

2 by an act of a general partner dissociated under this subsection, and the partner is liable under KRS 362.1 -703 for transactions entered into by the surviving entity after the merger takes effect. (6) Unless otherwise provided in the partnership agreement, a partner has no right to dissent from a merger. (7) If the surviving business entity is a partnership, the written partnership agreement provided for in the plan of merger, if any, shall be binding upon each partner in that partnership. Effective: July 15, 2010 History: Amended 2010 Ky. Acts ch. 133, sec. 57, effective July 15, 2010. -- Created 2006 Ky. Acts ch. 149, sec. 66, effective July 12, 2006.