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. Such post office address shall supersede any prior address designated as the address to which process shall be mailed.
(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.
Last modified: February 3, 2019