Maine § 31 §1096 Effect of merger

Maine Statutes

§ 31 §1096 — Effect of merger

Maine § 31 §1096

Title 31PARTNERSHIPS AND ASSOCIATIONS

Ch. 17UNIFORM PARTNERSHIP ACT

This text of Maine § 31 §1096 (Effect of merger) is published on Counsel Stack Legal Research, covering Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Me. Rev. Stat. tit. 31, § 31 §1096 (2026).

Text

1.Effect of merger. When a merger takes effect:

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.

3.Liability of partner. A partner of the surviving partnership or limited partnership is liable for:

4.Obligations incurred before merger. If the obligations incurred before the merg

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1.
Effect of merger.
When a merger takes effect:
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.
3.
Liability of partner.
A partner of the surviving partnership or limited partnership is liable for:
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.
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.