2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-1106 - Mergers and Consolidations Involving Other Business Entities.

§  121-1106.  Mergers  and  consolidations  involving  other  business
  entities. One or more domestic limited partnerships  formed  under  this
  article or which comply with subdivision (a) of section 121-1202 of this
  article  may merge with, or consolidate into, one or more other business
  entities formed under the law of this state or  the  law  of  any  other
  state,  in  each  case  with  the  surviving or resulting entity being a
  limited partnership or a domestic  or  foreign  other  business  entity;
  provided  that  (i)  any limited partnership so merging or consolidating
  complies with the provisions of this chapter so far as applicable to  it
  and  as applicable to any surviving or resulting limited partnership and
  (ii) any such other business entity so merging or consolidating complies
  with the applicable provisions  of  the  statute  governing  such  other
  business  entity.  With respect to adoption of an agreement of merger or
  consolidation pursuant to section 121-1102 of this article, the  general
  partners   of  each  constituent  limited  partnership  shall  adopt  an
  agreement of merger or consolidation (to be submitted to the partners of
  the limited partnership  as  provided  in  subdivision  (a)  of  section
  121-1102)  setting  forth  the terms and conditions of the conversion of
  the interests of the general and limited partners  of  such  constituent
  limited partnerships into interests in the surviving or resulting entity
  or  the  cash or other consideration to be paid or delivered in exchange
  for interests in such constituent limited partnerships, or a combination
  thereof. The rights of any dissenting limited partner of any constituent
  limited partnership shall be as provided in  this  chapter  whether  the
  surviving  or resulting entity is a limited partnership or a domestic or
  foreign  other  business  entity.   The   certificate   of   merger   or
  consolidation  required  pursuant  to  section  121-1103 of this article
  shall include the information required by paragraphs one, two, three and
  six of subdivision (a)  of  such  section  (as  applicable)  as  to  the
  constituent  other business entities. The provisions of section 121-1104
  of this article shall govern the effect of the merger  or  consolidation
  with  respect  to  the  property of, debts, obligations, liabilities and
  penalties of, and actions, suits and  proceedings  by  or  against,  the
  constituent  limited  partnership  if  the  survivor or resultant entity
  therefrom  is  a  limited  partnership.  A  certificate  of  merger   or
  consolidation  shall  be  filed with the department of state pursuant to
  the law applicable  to  such  surviving  or  resulting  entity.  If  the
  surviving  or resulting entity is an other business entity for which the
  laws of this state do not provide for the filing  of  a  certificate  of
  merger  or  consolidation,  such  certificate shall be filed pursuant to
  this section.