N.Y. Partnership Law § 121-1106: Mergers and consolidations involving other business entities

§ 121-1106. Mergers and consolidations involving other business

entities. One or more domestic limited partnerships formed under this

article or which comply with subdivision (a) of section 121-1202 of this

article may merge with, or consolidate into, one or more other business

entities formed under the law of this state or the law of any other

state, in each case with the surviving or resulting entity being a

limited partnership or a domestic or foreign other business entity;

provided that (i) any limited partnership so merging or consolidating

complies with the provisions of this chapter so far as applicable to it

and as applicable to any surviving or resulting limited partnership and

(ii) any such other business entity so merging or consolidating complies

with the applicable provisions of the statute governing such other

business entity. With respect to adoption of an agreement of merger or

consolidation pursuant to section 121-1102 of this article, the general

partners of each constituent limited partnership shall adopt an

agreement of merger or consolidation (to be submitted to the partners of

the limited partnership as provided in subdivision (a) of section

121-1102) setting forth the terms and conditions of the conversion of

the interests of the general and limited partners of such constituent

limited partnerships into interests in the surviving or resulting entity

or the cash or other consideration to be paid or delivered in exchange

for interests in such constituent limited partnerships, or a combination

thereof. The rights of any dissenting limited partner of any constituent

limited partnership shall be as provided in this chapter whether the

surviving or resulting entity is a limited partnership or a domestic or

foreign other business entity. The certificate of merger or

consolidation required pursuant to section 121-1103 of this article

shall include the information required by paragraphs one, two, three and

six of subdivision (a) of such section (as applicable) as to the

constituent other business entities. The provisions of section 121-1104

of this article shall govern the effect of the merger or consolidation

with respect to the property of, debts, obligations, liabilities and

penalties of, and actions, suits and proceedings by or against, the

constituent limited partnership if the survivor or resultant entity

therefrom is a limited partnership. A certificate of merger or

consolidation shall be filed with the department of state pursuant to

the law applicable to such surviving or resulting entity. If the

surviving or resulting entity is an other business entity for which the

laws of this state do not provide for the filing of a certificate of

merger or consolidation, such certificate shall be filed pursuant to

this section.