Connecticut General Statutes Title 34. Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts § 34-389. Effect of merger

(a) When a merger takes effect:

(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.

(c) A partner of a surviving partnership is liable for:

(d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

(e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner's interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner's interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

(f) Any partner of a partnership that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.