§ 45-21-06 — (906) Effect of merger

North Dakota § 45-21-06

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-21: Conversions and Mergers

Text

1. When a merger takes effect:
a. The separate existence of each constituent partnership that is a party to the
merger, other than the surviving organization, ceases;
b. All property owned by each of the constituent partnerships vests in the surviving
organization;
c. All obligations of each constituent partnership become the obligations of the
surviving organization; and
d. An action or proceeding pending against a constituent partnership may be
continued as if the merger had not occurred, or the surviving organization may be
substituted as a party to the action or proceeding.
2. The secretary of state of this state is the agent for service of process in an action or
proceeding against a surviving foreign partnership to enforce an obligation of a
partnership that is a constituent organization. The surviving organization shall promptly
notify the secretary of state of the mailing address of its principal 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 as provided in section
10-01.1-13.
3. A general partner of the surviving partnership is liable for:
a. All obligations of a party to the merger for which the general partner was
personally liable before the merger;
b. All other obligations of the surviving organization incurred before the merger by a
constituent organization, but those obligations may be satisfied only out of
property of the surviving organization; and
c. All obligations of the surviving organization incurred after the merger takes effect.
4. If the obligations incurred before the merger by a constituent partnership are not
satisfied out of the property of the surviving organization, then the general partners of
the constituent partnership immediately before the effective date of the merger shall
contribute the amount necessary to satisfy the obligations of the constituent
partnership to the surviving organization, in the manner provided in section 45-20-07.
5. A partner of a constituent partnership who does not receive an ownership interest of
the surviving organization is dissociated from the partnership, of which that partner
was a partner, as of the date the merger takes effect. The surviving organization shall
cause the ownership interest of the partner in the constituent partnership to be
purchased under section 45-19-01 or another statute specifically applicable to that
ownership interest of that partner with respect to a merger. The surviving organization
is bound under section 45-19-02 by an act of a general partner dissociated under this
subsection, and the partner is liable under section 45-19-03 for transactions entered
into by the surviving organization after the merger takes effect.