§ 33-42-2120 — Articles of merger; contents; filing.

(a) After approval of the plan of merger pursuant to Section 33-42-2110(c), unless the merger is abandoned pursuant to Section 33-42-2110(d), articles of merger must be signed on behalf of each limited partnership or other entity that is a party to the merger and delivered to the Secretary of State for filing. The articles must include: (1) the name and jurisdiction of formation or organization of each of the limited partnerships and other entities that are parties to the merger; (2) for each limited partnership that is to merge, the date its certificate of limited partnership was filed with the Secretary of State; (3) that a plan of merger has been approved by the required votes and signed by each limited partnership or other entity that is to merge; (4) the name and address of the surviving limited partnership or other surviving entity; (5) the effective date of the merger; (6) if a limited partnership is the surviving entity, changes in its certificate of limited partnership necessary by reason of the merger; (7) if a foreign entity is a party to the merger, the jurisdiction and date of filing of its articles of incorporation, articles of organization, certificate of limited partnership, or other organizational document, if any, and the date its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and (8) if the surviving entity is a foreign entity, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of a merging limited partnership previously subject to suit in this State, and for the enforcement, as provided in this chapter, of the right of partners of the limited partnership to receive payment for their interests against the surviving entity. (b) If a foreign corporation, limited liability company, or partnership is the surviving entity of a merger, it shall not do business in this State until an application for authority is filed with the Secretary of State. (c) The surviving limited partnership or other entity shall furnish a copy of the plan of merger, on request and without cost, to a partner of a limited partnership or person holding an interest in another entity that is to merge. (d) Articles of merger operate as an amendment to the limited partnership's certificate of limited partnership.

Legislative History

HISTORY: 2004 Act No. 221, SECTION 3.