Maine Revised Statutes Title 31 Sec. 1439 – Effect of merger
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1. Effect of merger. When a merger becomes effective:
A. The surviving organization continues or comes into existence; [PL 2005, c. 543, Pt. C, §2 (NEW).]
B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2005, c. 543, Pt. C, §2 (NEW).]
C. All property owned by each constituent organization that ceases to exist vests in the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
D. All debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
E. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; [PL 2005, c. 543, Pt. C, §2 (NEW).]
F. Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; [PL 2005, c. 543, Pt. C, §2 (NEW).]
G. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; [PL 2005, c. 543, Pt. C, §2 (NEW).]
H. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8; [PL 2005, c. 543, Pt. C, §2 (NEW).]
I. If the surviving organization is created by the merger:
(1) If the surviving organization is a limited partnership, the certificate of limited partnership becomes effective; or
(2) If the surviving organization is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and [PL 2005, c. 543, Pt. C, §2 (NEW).]
J. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. [PL 2005, c. 543, Pt. C, §2 (NEW).]
[PL 2005, c. 543, Pt. C, §2 (NEW).]
Terms Used In Maine Revised Statutes Title 31 Sec. 1439
- Certificate of limited partnership: means the certificate required by section 1321. See Maine Revised Statutes Title 31 Sec. 1302
- Constituent organization: means an organization that is party to a merger. See Maine Revised Statutes Title 31 Sec. 1431
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organization: includes domestic and foreign organizations whether or not organized for profit. See Maine Revised Statutes Title 31 Sec. 1431
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States. See Maine Revised Statutes Title 31 Sec. 1302
- Surviving organization: means an organization into which one or more other organizations are merged. See Maine Revised Statutes Title 31 Sec. 1431
2. Foreign organization. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process at the address required in the articles of merger under section 1438, subsection 2, paragraph G.
[PL 2007, c. 323, Pt. F, §36 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §36 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).