Section 32.06.906. Effect of merger.

   (a) When a merger takes effect,
        (1) the separate existence of every partnership that is a party to the merger, other than the surviving partnership, ceases;
        (2) all property owned by each of the merged partnerships vests in the surviving partnership;
        (3) all obligations of every partnership that is a party to the merger become the obligations of the surviving partnership; and
        (4) an action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding.
   (b) The commissioner is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. The surviving partnership shall promptly notify the department of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the department shall mail a copy of the process to the surviving foreign partnership.
   (c) A partner of the surviving partnership is liable for
        (1) all obligations of a party to the merger for which the partner was personally liable before the merger;
        (2) all obligations of the surviving partnership incurred before the merger by a party to the merger and not covered by (1) of this subsection, but the obligations under this paragraph may be satisfied only out of property of the surviving partnership; and
        (3) except as otherwise provided in AS 32.06.306, all obligations of the surviving partnership incurred after the merger takes effect.
   (d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of the party to the merger immediately before the effective date of the merger shall contribute the amount necessary to satisfy the party's obligations to the surviving partnership in the manner provided in AS 32.06.807 as if the merged party were dissolved.
   (e) As of the date the merger takes effect, a partner of a party to a merger who does not become a partner of the surviving partnership is dissociated from the entity of which that partner was a partner. A surviving partnership is bound under AS 32.06.702 by an act of a general partner dissociated under this subsection, and the partner is liable under AS 32.06.703 for transactions entered into by the surviving partnership after the merger takes effect.

Notes

History

(Sec. 6 ch 115 SLA 2000; am Sec. 19 ch 60 SLA 2013)