NY Pship L § 121-1103 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-1103 - Certificate of Merger or Consolidation; Contents.

§  121-1103.  Certificate  of  merger  or consolidation; contents. (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.   * NB Effective until January 1, 2023   * (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  or  her.  The limited  partnership may include an email address to which the secretary of state shall email a notice of the fact that process  against  it  has  been  electronically served upon him or her. Such post office address or email address shall  supersede  any  prior  address  designated  as  the address to which process shall be mailed or a notice emailed.   * NB Effective January 1, 2023  (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.