{"data":{"id":"us-ky/krs-362.1-906","jurisdiction":"us-ky","citation":"KRS 362.1-906","heading":"Effect of merger.","body":"(1) When a merger takes effect:\n(a) The separate existence of every partnership or limited partnership that is a\nparty to the merger, other than the surviving entity, ceases;\n(b) All property owned by each of the merged partnerships or limited partnerships\nvests in the surviving entity;\n(c) All obligations of every partnership or limited partnership that is a party to the\nmerger become the obligations of the surviving entity; and\n(d) An action or proceeding pending against a partnership or limited partnership\nthat is a party to the merger may  be continued as if the merger had not\noccurred, or the surviving entity may be substituted as a party to the action or\nproceeding.\n(2) The Secretary of State of this Commonwealth is the agent for service of process in\nan action or proceeding against a sur viving foreign partnership or limited\npartnership to enforce an obligation of a domestic partnership or limited partnership\nthat is a party to a merger. The surviving entity shall promptly notify the Secretary\nof State of the mailing address of its chief e xecutive office and of any change of\naddress. Upon receipt of process, the Secretary of State shall mail a copy of the\nprocess to the surviving foreign partnership or limited partnership.\n(3) A partner of the surviving partnership or limited partnership is liable for:\n(a) All obligations of a party to the merger for which the partner was personally\nliable before the merger;\n(b) All other obligations of the surviving entity incurred before the merger by a\nparty to the merger, but those obligations may be satisfied only out of property\nof the entity; and\n(c) Except as otherwise provided in KRS 362.1 -306, all obligations of the\nsurviving entity incurred after the merger takes effect, but those obligations\nmay be satisfied only out of property of the entity if t he partner is a limited\npartner.\n(4) If the obligations incurred before the merger by a party to the merger are not\nsatisfied out of the property of the surviving partnership or limited partnership, then\nthe general partners of that party immediately before the effective date of the merger\nshall contribute the amount necessary to satisfy that party's obligations to the\nsurviving entity, in the manner provided in KRS 362.1 -807 or in the Limited\nPartnership Act of the jurisdiction in which the party was forme d, as the case may\nbe, as if the merged party were dissolved.\n(5) A partner of a party to a merger who does not become a partner of the surviving\npartnership or limited partnership is dissociated from the entity, of which that\npartner was a partner, as of the date the merger takes effect. The surviving entity\nshall cause the partner's interest in the entity to be purchased under KRS 362.1 -701\nor another statute specifically applicable to that partner's interest with respect to a\nmerger. The surviving entity  is bound under KRS 362.1 -702 by an act of a general\npartner dissociated under this subsection, and the partner is liable under KRS 362.1-\n703 for transactions entered into by the surviving entity after the merger takes\neffect.\n(6) Unless otherwise provided  in the partnership agreement, a partner has no right to\ndissent from a merger.\n(7) If the surviving business entity is a partnership, the written partnership agreement\nprovided for in the plan of merger, if any, shall be binding upon each partner in that\npartnership.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34515","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"cac7a71fcbb440a55bf91143078ddb178f52b9b14e729fd94198252af8687bc9","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-905","next":"us-ky/krs-362.1-907"},"notice":"GroundRules: Original legal text. Not legal advice."}