2023 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 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.
(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.