2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 11 - Merger.
§ 79-14-1112. Power of general partners and persons dissociated as general partners to bind organization after merger.
(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402; and
(2) At the time the third party enters into the transaction, the third party:
(A) Does not have notice of the merger; and
(B) Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the converted or surviving organization after the merger becomes effective, if:
(1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402 if the person had been a general partner; and
(2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the merger; and
(C) Reasonably believes that the surviving organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(c) If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
