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:
Terms Used In N.Y. Partnership Law 121-1103
- Certificate of limited partnership: means the certificate referred to in section 121-201 of this article, and the certificate as amended. See N.Y. Partnership Law 121-101
- Foreign limited partnership: means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners. See N.Y. Partnership Law 121-101
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- merger: shall mean a procedure in which two or more limited partnerships merge into a single limited partnership which shall be one of the constituent limited partnerships and "consolidation" shall mean a procedure in which two or more limited partnerships consolidate into a single limited partnership which shall be a new limited partnership to be formed pursuant to the consolidation. See N.Y. Partnership Law 121-1101
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Process: means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited partnership (domestic or foreign), for the purpose of acquiring jurisdiction of such limited partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state. See N.Y. Partnership Law 121-101
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See N.Y. Partnership Law 121-101
(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.