§ 1-906. Effect of merger
Oklahoma Statutes AnnotatedTitle 54. Partnership
54 Okl.St.Ann. § 1-906
§ 1-906. Effect of merger
(b) The Secretary of State of this 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 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) except as otherwise provided in Section 18 of this act,1 all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
(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 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 46 of this act2 or in the Oklahoma Revised Uniform Limited Partnership Act, Section 301 et seq. of Title 54 of the Oklahoma Statutes, of the jurisdiction in which the party was formed, as the case may be, 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 Section 35 of this act3 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under Section 36 of this act4 by an act of a general partner dissociated under this subsection, and the partner is liable under Section 37 of this act5 for transactions entered into by the surviving entity after the merger takes effect.
Credits
Laws 1997, c. 399, § 52, eff. Nov. 1, 1997.
Footnotes
Title 54, § 1-306.
Title 54, § 1-807.
Title 54, § 1-701.
Title 54, § 1-702.
Title 54, § 1-703.
54 Okl. St. Ann. § 1-906, OK ST T. 54 § 1-906
Current with emergency effective legislation through Chapter 295 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
End of Document |