ORS 70.540
Effect of merger


(1)

When a merger involving a limited partnership takes effect:

(a)

Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;

(b)

The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;

(c)

All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;

(d)

An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;

(e)

If a limited partnership is the surviving business entity, its certificate of limited partnership is amended to the extent provided in the plan of merger;

(f)

The shares or other ownership interests of each partner or other owner that are to be converted into shares or other ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger;

(g)

Liability of an owner for obligations of a business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined:

(A)

As to obligations incurred prior to merger, according to the laws applicable prior to merger, except as provided in paragraph (h) of this subsection; and

(B)

As to obligations incurred after merger, according to the laws applicable after merger, except as provided in paragraph (i) of this subsection;

(h)

If a party to the merger is a limited partnership or a foreign limited partnership, and its obligations incurred before the merger are not satisfied by the surviving business entity, the persons who were general partners of the merging business entity immediately before the effective date of the merger shall contribute the amount necessary to satisfy the merging business entity’s obligation to the surviving business entity in the manner provided in ORS 67.315 (Settlement of accounts and contributions among partners), or in the limited partnership statutes of the jurisdiction in which the entity was formed, as if the merged party were dissolved;

(i)

If prior to merger an owner of a business entity was a general partner of a limited partnership or a foreign limited partnership, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and

(j)

The registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the surviving business entity.

(2)

Owners of the business entity that merged are entitled to the rights provided in the plan of merger and:

(a)

Any limited partner who did not vote in favor of the merger is deemed to have withdrawn from the limited partnership effective immediately before the merger unless, within 60 days after the later of the effective date of the merger or the date the partner receives notice of the merger, the partner notifies the limited partnership of the partner’s desire not to withdraw. A withdrawal under this paragraph is not a wrongful withdrawal; and

(b)

In the case of owners of business entities other than limited partnerships, the rights provided in the statutes applicable to the business entity prior to merger, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1999 c.362 §64]

Source: Section 70.540 — Effect of merger, https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html.

70.005
Definitions
70.010
Name of limited partnership
70.015
Reservation of limited partnership name
70.020
Office in state
70.025
Registered agent
70.030
Change of address and resignation procedures for registered agent
70.035
Scope of agency of registered agent
70.040
When Secretary of State to serve as agent
70.045
Effect of ORS 70.020 to 70.040
70.050
Records required in office in state
70.055
Authority of limited partnership
70.060
Authority of partner to do business with limited partnership
70.065
Filing, service, copying and certification fees
70.067
Forms
70.070
Filing duty of Secretary of State
70.075
Formation of limited partnership
70.080
Amendment of certificate
70.085
Cancellation of certificate
70.090
Execution of certificate
70.095
Remedy for failure to execute certificate
70.100
Filing with Office of Secretary of State
70.105
Remedy for false statements in certificate
70.110
Filing as notice of limited partnership
70.115
Duty of general partners to deliver copy of certificate to each limited partner
70.125
Date person becomes limited partner
70.130
Voting rights
70.135
Liability of limited partner
70.140
Liability of person who erroneously believes person is limited partner
70.145
Powers of limited partner
70.175
Admission of additional general partners
70.180
When person ceases to be general partner
70.185
Rights, restrictions and liabilities of general partner
70.190
Rights and powers of general partner as general and limited partner
70.195
Voting rights
70.225
Form of contribution
70.230
Obligation of partner
70.235
Allocation of profits and losses
70.240
Allocation of distributions of assets
70.250
Entitlement to distributions
70.255
Withdrawal of partner
70.260
Entitlements of withdrawing partner
70.265
Rights of partner regarding distribution
70.270
Limit on distribution
70.275
Liability of partner who receives return of contribution
70.285
Partnership as personal property
70.290
Assignability of partnership interest
70.295
Rights of judgment creditor of partner
70.300
Assignee of partnership interest as limited partner
70.305
Death, incompetency, dissolution or termination of partner
70.325
When dissolution occurs
70.330
Judgment of dissolution
70.335
Who may wind up partnership affairs
70.340
Distribution of assets
70.350
Law applicable to foreign limited partnership
70.355
Registration of foreign limited partnership
70.365
Name requirements
70.370
Correction of application
70.375
Cancellation of registration
70.380
Registration prerequisite to suing in state
70.385
Attorney General’s enforcement
70.400
Action by limited partner upon refusal of general partner
70.405
Status of plaintiff
70.410
Content of complaint
70.415
Remittance of proceeds received by plaintiff
70.430
Grounds for administrative action to inactivate certificate or registration of limited partnership
70.435
Notice of administrative inactivation
70.440
Reinstatement following administrative inactivation
70.500
Definitions for ORS 70.500 to 70.540
70.505
Conversion
70.510
Action on plan of conversion
70.515
Articles and plan of conversion
70.520
Effect of conversion
70.525
Merger
70.530
Action on plan of merger
70.535
Articles and plan of merger
70.540
Effect of merger
70.600
Construction to promote uniformity
70.605
Application to partnerships existing prior to July 1, 1986
70.610
Annual report
70.615
Application of ORS chapter 67
70.620
Correction of documents
70.625
Short title
70.990
Penalty for signing false document
Green check means up to date. Up to date