2017 Arizona Revised Statutes
Title 29 - Partnership
§ 29-2206 Effect of merger

Universal Citation: AZ Rev Stat § 29-2206 (2017)

29-2206. Effect of merger

A. When a merger becomes effective:

1. The surviving entity continues or comes into existence.

2. Each merging entity that is not the surviving entity merges into the surviving entity and ceases to exist as a separate entity.

3. All property, including rights, privileges, immunities and powers, of each merging entity automatically vests in the surviving entity without assignment, reversion or impairment.

4. All obligations of each merging entity are automatically obligations of the surviving entity without assignment, assumption or delegation.

5. If the surviving entity exists before the merger:

(a) All of its property, including rights, privileges, immunities and powers, remains vested in the surviving entity without assignment, reversion or impairment.

(b) It remains subject to all of its obligations.

6. Any pending action or proceeding involving any merging entity continues and the name of the surviving entity may be substituted for the name of any merging entity.

7. If the surviving entity exists before the merger:

(a) The public organizational document, if any, is amended if and to the extent provided in the statement of merger.

(b) Its private organizational documents that are to be in a record, if any, are amended if and to the extent provided in the plan of merger.

8. The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 29-2109 and the merging entity's governing statute.

B. Except as provided in the plan of merger or in the governing statute or organizational documents of a merging entity, the merger does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the merging entity.

C. When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to the domestic surviving entity as a result of the merger has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic surviving entity, and then only for those obligations that arise after the merger becomes effective.

D. When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows:

1. The merger does not discharge any interest holder liability under the governing statute or organizational documents of the domestic merging entity to the extent the interest holder liability arose before the merger became effective.

2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic merging entity for any obligation that arises after the merger becomes effective.

3. The governing statute and organizational documents of the domestic merging entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred.

4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of the domestic merging entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the merger had not occurred.

E. When a merger becomes effective, a foreign entity that is the surviving entity:

1. May be served with process in this state for the collection and enforcement of any obligations of a domestic merging entity, including obligations arising out of the exercise of appraisal rights.

2. If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When a merger becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of any foreign merging entity that is not the surviving entity is automatically revoked or canceled.

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