{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-1-906","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-1-906","heading":"Effect of Merger","body":"Effect of Merger. (a) When a merger takes effect:\n\n(1) the separate existence of every partnership or limited\n\npartnership that is a party to the merger, other than the surviving\n\nentity, ceases;\n\n(2) all property owned by each of the merged partnerships or\n\nlimited partnerships vests in the surviving entity;\n\n(3) all obligations of every partnership or limited partnership\n\nthat is a party to the merger become the obligations of the\n\nsurviving entity; and\n\n(4) an action or proceeding pending against a partnership or\n\nlimited partnership that is a party to the merger may be continued\n\nas if the merger had not occurred, or the surviving entity may be\n\nsubstituted as a party to the action or proceeding.\n\n(b) The Secretary of State of this state is the agent for\n\nservice of process in an action or proceeding against a surviving\n\nforeign partnership or limited partnership to enforce an obligation\n\nof a domestic partnership or limited partnership that is a party to\n\na merger. The surviving entity shall promptly notify the Secretary\n\nof State of the mailing address of its chief executive office and of\n\nany change of address. Upon receipt of process, the Secretary of\n\nState shall mail a copy of the process to the surviving foreign\n\npartnership or limited partnership.\n\n(c) A partner of the surviving partnership or limited\n\npartnership is liable for:\n\n(1) all obligations of a party to the merger for which the\n\npartner was personally liable before the merger;\n\n(2) all other obligations of the surviving entity incurred\n\nbefore the merger by a party to the merger, but those obligations\n\nmay be satisfied only out of property of the entity; and\n\n(3) except as otherwise provided in Section 18 of this act, all\n\nobligations of the surviving entity incurred after the merger takes\n\neffect, but those obligations may be satisfied only out of property\n\nof the entity if the partner is a limited partner.\n\n(d) If the obligations incurred before the merger by a party to\n\nthe merger are not satisfied out of the property of the surviving\n\npartnership or limited partnership, the general partners of that\n\nparty immediately before the effective date of the merger shall\n\ncontribute the amount necessary to satisfy that party's obligations\n\nto the surviving entity, in the manner provided in Section 46 of\n\nthis act or in the Oklahoma Revised Uniform Limited Partnership Act,\n\nSection 301 et seq. of Title 54 of the Oklahoma Statutes, of the\n\njurisdiction in which the party was formed, as the case may be, as\n\nif the merged party were dissolved.\n\n(e) A partner of a party to a merger who does not become a\n\npartner of the surviving partnership or limited partnership is\n\ndissociated from the entity, of which that partner was a partner, as\n\nof the date the merger takes effect. The surviving entity shall\n\ncause the partner's interest in the entity to be purchased under\n\nSection 35 of this act or another statute specifically applicable to\n\nthat partner's interest with respect to a merger. The surviving\n\nentity is bound under Section 36 of this act by an act of a general\n\npartner dissociated under this subsection, and the partner is liable\n\nunder Section 37 of this act for transactions entered into by the\n\nsurviving entity after the merger takes effect.","path":["OK Code","Title 54"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os54.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"b0e738882aca74f585c024db2fdce21498550ed633cefaa258221be7917eec19","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-1-905","next":"us-ok/okla.-stat.-tit.-54-54-1-907"},"notice":"GroundRules: Original legal text. Not legal advice."}