(a) When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8;
(9) if the surviving organization is created by the merger:
(A) if it is a limited partnership, the certificate of limited partnership becomes effective; or
(B) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process under § 4-20-113 if the surviving organization:
(1) Fails to appoint an agent for service of process under § 4-20-112;
(2) No longer has an agent for service of process; or
(3) Has an agent for service of process that cannot with reasonable diligence be served.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Chapter 47 - Uniform Limited Partnership Act (2001)
Subchapter 11 - Conversion and Merger
§ 4-47-1103. Action on plan of conversion by converting limited partnership
§ 4-47-1104. Filings required for conversion — Effective date
§ 4-47-1105. Effect of conversion
§ 4-47-1107. Action on plan of merger by constituent limited partnership
§ 4-47-1108. Filings required for merger — Effective date
§ 4-47-1111. Liability of general partner after conversion or merger