§ 17-21-905 — Effect of merger

Wyoming § 17-21-905

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 9: CONVERSIONS AND MERGERS

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(a) When a merger takes effect:
(i) Every partnership or limited partnership that is
a party to the merger other than the surviving entity ceases to
exist;
(ii) All property owned by each of the merged
partnerships or limited partnerships vests in the surviving
entity;
(iii) All obligations of every partnership or limited
partnership that is a party to the merger become the obligations
of the surviving entity; and
(iv) 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.
(b) 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
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 executive
office, of any change of address and the email address of its
chief executive officer. Upon receipt of process, the secretary
of state shall mail or electronically submit a copy of the
process to the surviving foreign partnership or limited
partnership.
(c) A partner of the surviving partnership or limited
partnership is liable for:
(i) All obligations of a party to the merger for
which the partner was personally liable before the merger;
(ii) All other obligations of the surviving entity
incurred before the merger by a party to the merger, but those
obligations may be satisfied only out of property of that
entity; and
(iii) All obligations of the surviving entity
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 or limited partnership, the 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
W.S. 17-21-808(c) as if the merged party were dissolved.
(e) 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 W.S. 17-21-701. The surviving entity is bound
under W.S. 17-21-702 by an act of a partner dissociated under
this subsection and the partner is liable under W.S. 17-21-703
for transactions entered into by the surviving entity after the
merger takes effect.