50-73.129 - Effect of merger. - Virginia Statutes

§ 50-73.129. Effect of merger.

A. When a merger takes effect:

1. The separate existence of every partnership or limited partnership that isa party to the merger, other than the surviving entity, ceases;

2. All property owned by each of the merged partnerships or limitedpartnerships vests in the surviving entity;

3. All obligations of every partnership or limited partnership that is aparty to the merger become the obligations of the surviving entity; and

4. An action or proceeding pending against a partnership or limitedpartnership that is a party to the merger may be continued as if the mergerhad not occurred, or the surviving entity may be substituted as a party tothe action or proceeding.

B. The clerk of the Commission is the agent for service of process in anaction or proceeding against a surviving foreign partnership, limitedpartnership, limited liability company or corporation to enforce anobligation of a domestic partnership or limited partnership that is a partyto a merger. The surviving entity shall promptly file with the Commission themailing address of its principal office and of any change of address. Serviceon the surviving foreign partnership or limited partnership shall be made onthe clerk of the Commission in accordance with § 12.1-19.1.

C. Subject to § 50-73.96, a partner of the surviving partnership or limitedpartnership is liable for:

1. All obligations of a party to the merger for which the partner waspersonally liable before the merger;

2. All other obligations of the surviving entity incurred before the mergerby a party to the merger, but those obligations may be satisfied only out ofproperty of the entity; and

3. All obligations of the surviving entity incurred after the merger takeseffect, but those obligations may be satisfied only out of property of theentity if the partner is a limited partner.

D. If the obligations incurred before the merger by a party to the merger arenot satisfied out of the property of the surviving partnership or limitedpartnership, the general partners of that party immediately before theeffective date of the merger shall contribute the amount necessary to satisfythat party's obligations to the surviving entity, as provided in § 50-73.123or in the limited partnership act of the jurisdiction in which the party wasformed, 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 thesurviving 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 bepurchased under § 50-73.112 or another statute specifically applicable tothat partner's interest with respect to a merger. The surviving entity isbound under § 50-73.113 by an act of a general partner dissociated under thissubsection, and the partner is liable under § 50-73.114 for transactionsentered into by the surviving entity after the merger takes effect.

(1996, c. 292; 2007, c. 631.)