2006 Kansas Code - 56-1a609

      56-1a609.   Merger or consolidation; certificate of cancellation. (a) Pursuant to an agreement, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this state or any other state, with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership.

      (b)   A domestic limited partnership that is not the surviving or resulting limited partnership in the merger or consolidation shall file a certificate of cancellation, which shall have an effective date not later than the effective date of the merger or consolidation.

      (c)   If following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the certificate of cancellation filed pursuant to K.S.A. 56-1a153 and amendments thereto for each such domestic limited partnership a certificate executed by the surviving or resulting limited partnership, stating that such surviving or resulting limited partnership may be served with process in the state of Kansas in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the secretary of state as such surviving or resulting limited partnership's agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to such surviving or resulting limited partnership to the secretary of state.

      (d)   When the certificate of cancellation required by subsection (b) of section 20[*] shall have become effective, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any such limited partnerships, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of such limited partnerships shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership, and may be enforced against such surviving or resulting limited partnership to the same extent as if such debts, liabilities and duties had been incurred or contracted by such surviving or resulting limited partnership.

      History:   L. 1988, ch. 195, § 19; July 1.