UNIFORM LIMITED PARTNERSHIP ACT
CONVERSION AND MERGER
53-2-1109. Effect of merger. (1) When a merger becomes effective:
(a) The surviving organization continues or comes into existence;
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(d) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(e) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
(h) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of part 8 of this chapter;
(i) If the surviving organization is created by the merger:
(i) If it is a limited partnership, the certificate of limited partnership becomes effective; or
(ii) If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(j) If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(2) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process at the address required in the articles of merger under section 53-2-1108(2)(g), Idaho Code.
[53-2-1109, added 2006, ch. 144, sec. 2, p. 451; am. 2007, ch. 314, sec. 60, p. 931.]
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