(1) If a civil law partnership transfers its assets, by way of a merger, to a legal entity having a different legal form, whose holders of shares are not liable, without limitation, for the liabilities of this latter legal entity, then a shareholder of the civil law partnership will be liable for its obligations if they are due prior to five years lapsing after the merger and, on their basis, claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code have been established against said shareholder, or if a court enforcement action or an enforcement action by the authorities has been taken or applied for; where public-law liabilities are concerned, it suffices for an administrative decision to be issued.
(2) The time limit commences running on the day on which the entry of the merger in the register maintained at the seat of the acquiring legal entity has been published in accordance with section 19 (3). Sections 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code are to be applied accordingly.
(3) The establishment of claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code will not be required if the shareholder has acknowledged the claim in writing.
(4) Subsections (1) to (3) apply also if the shareholder takes up management activities in the legal entity having a different legal form.
Subdivision 2
Merger involving commercial partnerships