§ 121-1103 — Certificate of merger or consolidation; contents

New York § 121-1103

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-1103. Certificate of merger or consolidation; contents. (a)\nAfter adoption of the plan of merger or consolidation by the partners of\neach constituent limited partnership, unless the merger or consolidation\nis abandoned in accordance with subdivision (a) of section 121-1102 of\nthis article, a certificate of merger or consolidation, entitled\n"Certificate of merger (or consolidation) of........ and.......\ninto.......... (names of limited partnership) under Section 121-1103 of\nthe Revised Limited Partnership Act", shall be signed on behalf of each\nconstituent limited partnership and delivered to the department of\nstate. The certificate of merger or consolidation shall set forth:\n (1) The name of each constituent limited partnership, and if the name\nhas been changed, the name under which it was formed; and the name of\nthe surviving limited partnership, or the name of the consolidated\nlimited partnership;\n (2) If a constituent is a domestic limited partnership, the date when\nits certificate of limited partnership was filed with the department of\nstate under this article, or the date when and the county in which its\noriginal certificate of limited partnership was filed under article\neight of this chapter;\n (3) If a constituent is a foreign limited partnership the jurisdiction\nand date of filing of its original certificate of limited partnership\nand the date when its application for authority was filed by the\ndepartment of state or if no such application has been filed, a\nstatement to such effect and (if the constituent foreign limited\npartnership is the survivor) that it is not to do business in this state\nuntil an application for such authority shall have been filed by the\ndepartment of state;\n (4) If a domestic limited partnership is the surviving limited\npartnership, such changes in its certificate of limited partnership as\nshall be necessary by reason of merger;\n (5) If a domestic limited partnership is the resulting limited\npartnership in a consolidation, the matters required to be set forth\nunder section 121-201 of this article;\n (6) If the surviving or resulting limited partnership is a foreign\nlimited partnership: An agreement that the surviving or consolidated\nforeign limited partnership may be served with process in this state in\nany action or special proceeding for the enforcement of any liability or\nobligation of any domestic limited partnership or of any foreign limited\npartnership previously amenable to suit in this state which is a\nconstituent limited partnership in such merger or consolidation, and for\nthe enforcement as provided in this article, of the right of partners of\nany domestic limited partnership to receive payment for their interest\nagainst the surviving or consolidated limited partnership; and\n (7) A designation of the secretary of state as its agent upon whom\nprocess against it may be served in the manner set forth in section\n121-109 of this article in any action or special proceeding, and a post\noffice address, within or without this state, to which the secretary of\nstate shall mail a copy of any process served upon him or her. The\nlimited partnership may include an email address to which the secretary\nof state shall email a notice of the fact that process against it has\nbeen electronically served upon him or her. Such post office address or\nemail address shall supersede any prior address designated as the\naddress to which process shall be mailed or a notice emailed.\n (b) The merger or consolidation shall be effective upon the filing\nthereof by the department of state of the certificate, or at such later\ndate not more than thirty days after the date of such filing as the\ncertificates filed may provide.\n