Illinois Compiled Statutes 805 ILCS 215 Uniform Limited Partnership Act (2001). Section 1109

    (805 ILCS 215/1109)

    Sec. 1109. Effect of merger.

    (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 Article 8;

        (9) if the surviving organization is created by the


            (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 appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in Section 117(c) and (d).

(Source: P.A. 93-967, eff. 1-1-05.)

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Last modified: February 18, 2015