N.Y. Partnership Law § 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.