Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.17 - Certificate of Merger or Consolidation

Current through Register 1525, July 5, 2024
(1) A
			 limited partnership may merge or consolidate with or into one or more limited
			 partnerships or other business entities formed or organized under the laws of
			 the Commonwealth or any other state of the United States, or any foreign
			 country or other foreign jurisdiction, with such limited partnership or other
			 business entity being the resulting or surviving limited partnership or other
			 business entity.
(2) A limited
			 partnership which is involved in a consolidation or merger shall file a
			 certificate of consolidation or merger with the Division as provided herein. If
			 the limited partnership is involved in a consolidation or merger with a
			 domestic other business entity which is required to make a filing with the
			 Division in order to effectuate the merger or consolidation, the surviving
			 entity involved in the merger or consolidation may submit a combined filing
			 which contains the information and is accompanied by the fee required by law
			 for each domestic entity involved. The filing shall be designated and formatted
			 in the manner established by law and regulation for the surviving entity. The
			 certificate shall set forth:
(a) the name,
			 date and jurisdiction of formation or organization, and office location of each
			 limited partnership or other business entity involved in the merger or
			 consolidation;
(b) the name of the
			 resulting or surviving domestic limited partnership or other business
			 entity;
(c) a statement that the
			 merger or consolidation has been duly adopted in accordance with the law under
			 which it is organized or formed;
(d) if the consolidation or merger is to be
			 effective at a later date, the effective date of the merger or
			 consolidation;
(e) a statement that
			 the agreement of consolidation or merger will be kept on file at the office of
			 the resulting or surviving limited partnership or other business entity, and
			 the street address of that office;
(f) a statement that a copy of the agreement
			 of consolidation or merger will be furnished by the resulting or surviving
			 limited partnership or other business entity on request and without cost to any
			 partner of the limited partnership or to any person holding an interest in any
			 other business entity;
(g) if the
			 resulting or surviving limited partnership or other business entity is not an
			 entity organized under the laws of the Commonwealth, a statement that such
			 resulting or surviving entity agrees that, if such entity does not continually
			 maintain an agent for service of process in the Commonwealth, to appoint
			 irrevocably the Secretary of the Commonwealth to be its true and lawful
			 attorney upon whom all lawful process in any action or proceeding in the
			 Commonwealth may be served in the manner set forth in M.G.L. c. 156D, Part 15,
			 § 15.10; (h) if the resulting or surviving entity is a limited partnership
			 governed by
			 950 CMR
			 108.00, the certificate of merger/consolidation shall
			 include:
1. the name of each general partner
			 and business address, if different from the office location.
2. any amendment to the limited partnership
			 certificate of the surviving limited partnership to be effected pursuant to the
			 agreement of merger, or in the case of a resulting limited partnership, all
			 other information required to be included in the certificate of limited
			 partnership to
			 950 CMR
			 108.11.