805 ILCS 206/906
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 206/ - Uniform Partnership Act (1997).|Article 9 - Conversions And Mergers

Sec. 906.     Effect of merger.(a) When a merger takes effect:(1) the separate existence of every partnership or     limited partnership that is a party to the merger, other than the surviving entity, ceases;(2) all property owned by each of the merged     partnerships or limited partnerships vests in the surviving entity;(3) all obligations of every partnership or limited     partnership that is a party to the merger become the obligations of the surviving entity; and(4) an action or proceeding pending against a     partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.(b) The Secretary of State of this State is the agent for service of process in an action or  proceeding against a surviving foreign partnership or limited partnership to enforce an obligation  of a domestic partnership or limited partnership that is a party to a merger. The surviving entity  shall promptly notify the Secretary of State of the mailing address of its chief executive office  and of any change of address. Upon receipt of process, the Secretary of State  shall mail a copy  of the process to the surviving foreign partnership or limited partnership.(c) A partner of the surviving partnership or limited partnership is liable  for:(1) all obligations of a party to the merger for     which the partner was personally liable before the merger;(2) all other obligations of the surviving entity     incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and(3) except as otherwise provided in Section 306 of     this Act, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.(d) If the obligations incurred before the merger by a party to the merger  are not satisfied out  of the property of the surviving partnership or limited partnership, 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 surviving entity, in the manner  provided in Section 807  or in the Limited Partnership Act of the jurisdiction in which the party was  formed, as the case  may be, as if the merged party were dissolved.(e) A partner of a party to a merger who does not become a partner of the  surviving  partnership or limited partnership is dissociated from the entity, of which  that partner was a  partner, as of the date the merger takes effect. The surviving entity shall  cause the partner's  interest in the entity to be purchased under Section 701 of this Act or another  statute specifically  applicable to that partner's interest with respect to a merger. The surviving  entity is bound under  Section 702 by an act of a general partner dissociated under this subsection,  and the partner is  liable under Section 703 for transactions entered into by the surviving entity  after the merger  takes effect.    (Source: P.A. 92-740, eff. 1-1-03.)