1. (1) When a merger involving a limited partnership takes effect:

   1. (a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases;
   2. (b) The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment;
   3. (c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity;
   4. (d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding;
   5. (e) If a limited partnership is the surviving business entity, its certificate of limited partnership is amended to the extent provided in the plan of merger;
   6. (f) The shares or other ownership interests of each partner or other owner that are to be converted into shares or other ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger;

   7. (g) Liability of an owner for obligations of a business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined:

      1. (A) As to obligations incurred prior to merger, according to the laws applicable prior to merger, except as provided in paragraph (h) of this subsection; and
      2. (B) As to obligations incurred after merger, according to the laws applicable after merger, except as provided in paragraph (i) of this subsection;
   8. (h) If a party to the merger is a limited partnership or a foreign limited partnership, and its obligations incurred before the merger are not satisfied by the surviving business entity, the persons who were general partners of the merging business entity immediately before the effective date of the merger shall contribute the amount necessary to satisfy the merging business entity’s obligation to the surviving business entity in the manner provided in ORS 67.315, or in the limited partnership statutes of the jurisdiction in which the entity was formed, as if the merged party were dissolved;
   9. (i) If prior to merger an owner of a business entity was a general partner of a limited partnership or a foreign limited partnership, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and
   10. (j) The registration of an assumed business name of a business entity under ORS chapter 648 shall continue as the assumed business name of the surviving business entity.

2. (2) Owners of the business entity that merged are entitled to the rights provided in the plan of merger and:

   1. (a) Any limited partner who did not vote in favor of the merger is deemed to have withdrawn from the limited partnership effective immediately before the merger unless, within 60 days after the later of the effective date of the merger or the date the partner receives notice of the merger, the partner notifies the limited partnership of the partner’s desire not to withdraw. A withdrawal under this paragraph is not a wrongful withdrawal; and
   2. (b) In the case of owners of business entities other than limited partnerships, the rights provided in the statutes applicable to the business entity prior to merger, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest.

[1999 c.362 §64]