Section 121-1103. Certificate of merger or consolidation; contents  


Latest version.
  • (a)
      After adoption of the plan of merger or consolidation by the partners of
      each constituent limited partnership, unless the merger or consolidation
      is abandoned in accordance with subdivision (a) of section  121-1102  of
      this  article,  a  certificate  of  merger  or  consolidation,  entitled
      "Certificate  of  merger  (or   consolidation)   of........   and.......
      into..........  (names of limited partnership) under Section 121-1103 of
      the Revised Limited Partnership Act", shall be signed on behalf of  each
      constituent  limited  partnership  and  delivered  to  the department of
      state. The certificate of merger or consolidation shall set forth:
        (1) The name of each constituent limited partnership, and if the  name
      has  been  changed,  the name under which it was formed; and the name of
      the surviving limited partnership,  or  the  name  of  the  consolidated
      limited partnership;
        (2)  If a constituent is a domestic limited partnership, the date when
      its certificate of limited partnership was filed with the department  of
      state  under  this article, or the date when and the county in which its
      original certificate of limited  partnership  was  filed  under  article
      eight of this chapter;
        (3) If a constituent is a foreign limited partnership the jurisdiction
      and  date  of  filing of its original certificate of limited partnership
      and the date when  its  application  for  authority  was  filed  by  the
      department  of  state  or  if  no  such  application  has  been filed, a
      statement to  such  effect  and  (if  the  constituent  foreign  limited
      partnership is the survivor) that it is not to do business in this state
      until  an  application  for  such authority shall have been filed by the
      department of state;
        (4) If  a  domestic  limited  partnership  is  the  surviving  limited
      partnership,  such  changes in its certificate of limited partnership as
      shall be necessary by reason of merger;
        (5) If  a  domestic  limited  partnership  is  the  resulting  limited
      partnership  in  a  consolidation,  the matters required to be set forth
      under section 121-201 of this article;
        (6) If the surviving or resulting limited  partnership  is  a  foreign
      limited  partnership:  An  agreement  that the surviving or consolidated
      foreign limited partnership may be served with process in this state  in
      any action or special proceeding for the enforcement of any liability or
      obligation of any domestic limited partnership or of any foreign limited
      partnership  previously  amenable  to  suit  in  this  state  which is a
      constituent limited partnership in such merger or consolidation, and for
      the enforcement as provided in this article, of the right of partners of
      any domestic limited partnership to receive payment for  their  interest
      against the surviving or consolidated limited partnership; and
        (7)  A  designation  of  the secretary of state as its agent upon whom
      process against it may be served in the  manner  set  forth  in  section
      121-109  of this article in any action or special proceeding, and a post
      office address, within or without this state, to which the secretary  of
      state  shall  mail  a  copy  of any process served upon him.   Such post
      office address shall supersede  any  prior  address  designated  as  the
      address to which process shall be mailed.
        (b)  The  merger  or  consolidation shall be effective upon the filing
      thereof by the department of state of the certificate, or at such  later
      date  not  more  than  thirty  days after the date of such filing as the
      certificates filed may provide.