Sec. 32.06.906. - Effect of merger. - Alaska Statutes

(a) When a merger takes effect,

(1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;

(2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(4) 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 commissioner 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 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 or limited partnership.

(c) A partner of the surviving partnership or limited 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 entity 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 entity; and

(3) except as otherwise provided in AS 32.06.306 , all obligations of the surviving entity incurred after the merger takes effect, but the obligations under this paragraph 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 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 entity, in the manner provided in AS 32.06.807 , in AS 32.11, or in the limited partnership law of the jurisdiction where the party was formed, as the case may be, 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 or limited partnership is dissociated from the entity of which that partner was a partner. The surviving entity shall cause the partner's interest in the entity to be purchased under AS 32.06.701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity 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 entity after the merger takes effect.