(a) When a merger becomes effective:
(1) The surviving limited partnership shall continue or come into existence;
(2) Each constituent limited partnership that merges into the surviving limited partnership shall cease to exist as a separate entity;
(3) All property owned by each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
(4) All debts, liabilities, and other obligations of each constituent limited partnership that ceases to exist shall be the obligations of the surviving limited partnership;
(5) An action or proceeding pending by or against any constituent limited partnership that ceases to exist may be continued as if the merger had not occurred;
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent limited partnership that ceases to exist shall vest in the surviving limited partnership;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
(8) Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger shall not dissolve the limited partnership for the purposes of subchapter VIII of this chapter;
(9) If the surviving limited partnership is created by the merger, its certificate of limited partnership shall become effective; and
(10) If the surviving limited partnership preexists the merger, any amendments provided for in the articles of merger to its certificate of limited partnership and partnership agreement shall become effective.
(b) A surviving limited partnership that is a foreign limited partnership consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited partnership, if before the conversion the constituent limited partnership was subject to suit in the District on that obligation. A surviving limited partnership that is a foreign limited partnership and not authorized to do business in the District may be served with process at the address required in the articles of merger under § 29-710.04(b)(7).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section ReferencesThis section is referenced in § 29-710.04.
Editor's NotesUniform Law: This section is based on § 1109 of the Uniform Limited Partnership Act (2001 Act).