2005 California Corporations Code Sections 15678.1-15678.10 Article 7.5. Merger

15678.1.  The following entities may be merged pursuant to this
article:
   (a) Two or more limited partnerships into one limited partnership.
   (b) One or more limited partnerships and one or more other
business entities into one of those other business entities.
   (c) One or more limited partnerships and one or more other
business entities into one limited partnership.
   Notwithstanding this section, the merger of any number of limited
partnerships with any number of other business entities may be
effected only if the other business entities that are organized in
California are authorized by the laws under which they are organized
to effect the merger, and (1) if a limited partnership is the
surviving limited partnership, the foreign other business entities
are not prohibited by the laws under which they are organized from
effecting that merger, and (2) if a foreign limited partnership or
foreign other business entity is the survivor of the merger, the laws
of the jurisdiction under which the survivor is organized authorize
that merger.  Notwithstanding the first sentence of this paragraph,
if one or more domestic corporations is also a party to the merger
described in that sentence, the merger may be effected only if, with
respect to any foreign other business entity which is a corporation,
the foreign corporation is authorized by the laws under which it is
organized to effect that merger.
15678.2.  (a) Each limited partnership and other business entity
which desires to merge shall approve an agreement of merger.  The
agreement of merger shall be approved by all general partners of each
constituent limited partnership and the principal terms of the
merger shall be approved by a majority in interest of each class of
limited partners of each constituent limited partnership, unless a
greater approval is required by the partnership agreement of the
constituent limited partnership.  Notwithstanding the previous
sentence, if the limited partners of any constituent limited
partnership become personally liable for any obligations of a
constituent limited partnership or constituent other business entity
as a result of the merger, the principal terms of the agreement of
merger shall be approved by all of the limited partners of the
constituent limited partnership, unless the agreement of merger
provides that all limited partners will have the dissenters' rights
provided in Article 7.6 (commencing with Section 15679.1).  The
agreement of merger shall be approved on behalf of each constituent
other business entity by those persons required to approve the merger
by the laws under which it is organized.  Other persons, including a
parent of a constituent limited partnership, may be parties to the
agreement of merger.  The agreement of merger shall state:
   (1) The terms and conditions of the merger.
   (2) The name and place of organization of the surviving limited
partnership or surviving other business entity, and of each
disappearing limited partnership and disappearing other business
entity, and the agreement of merger may change the name of the
surviving limited partnership, which new name may be the same as or
similar to the name of a disappearing domestic or foreign limited
partnership, subject to Section 15612.
   (3) The manner of converting the partnership interests of each of
the constituent limited partnerships into interests, shares, or other
securities of the surviving limited partnership or surviving other
business entity, and if partnership interests of any of the
constituent limited partnerships are not to be converted solely into
interests, shares, or other securities of the surviving limited
partnership or surviving other business entity, the cash, property,
rights, interests, or securities which the holders of the partnership
interests are to receive in exchange for the partnership interests,
which cash, property, rights, interests, or securities may be in
addition to or in lieu of interests, shares, or other securities of
the surviving limited partnership or surviving other business entity,
or that the partnership interests are canceled without
consideration.
   (4) Any other details or provisions as are required by the laws
under which any constituent other business entity is organized,
including, if a domestic corporation is a party to the merger,
subdivision (b) of Section 1113.
   (5) Any other details or provisions that are desired, including,
without limitation, a provision for the treatment of fractional
partnership interests.
   (b) Each limited partnership interest of the same class of any
constituent limited partnership (other than a limited partnership
interest in another constituent limited partnership that is being
canceled and that is held by a constituent limited partnership or its
parent or a limited partnership of which the constituent limited
partnership is a parent) shall, unless all limited partners of the
class consent, be treated equally with respect to any distribution of
cash, property, rights, interests, or securities.  Notwithstanding
this subdivision (b), except in a merger of a limited partnership
with a limited partnership in which it controls at least 90 percent
of the limited partnership interests entitled to vote with respect to
the merger, the nonredeemable limited partnership interests of a
constituent limited partnership may be converted only into
nonredeemable interests or securities of the surviving limited
partnership or other business entity or a parent if a constituent
limited partnership or a constituent other business entity or its
parent owns, directly or indirectly, prior to the merger, limited
partnership interests of another constituent limited partnership or
interests or securities of a constituent other business entity
representing more than 50 percent of the interests or securities
entitled to vote with respect to the merger of the other constituent
limited partnership or constituent other business entity or more than
50 percent of the voting power, as defined in Section 194.5, of a
constituent other business entity which is a domestic corporation,
unless all of the limited partners of the class consent.  This
subdivision shall apply only to constituent limited partnerships with
over 35 limited partners.
   (c) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the certificate of merger or the
agreement of merger, as provided in Section 15678.4, if the amendment
is approved by the general partners of each constituent limited
partnership in the same manner as required for approval of the
original agreement of merger and, if the amendment changes any of the
principal terms of the agreement of merger, the amendment is
approved by the limited partners of each constituent limited
partnership in the same manner and to the same extent as required for
the approval of the original agreement of merger, and by each of the
constituent other business entities.
   (d) The general partners of a constituent limited partnership may,
in their discretion, abandon a merger, subject to the contractual
rights, if any, of third parties, including other constituent limited
partnerships and constituent other business entities, without
further approval by the limited partnership interests, at any time
before the merger is effective.
   (e) An agreement of merger approved in accordance with subdivision
(a) may (1) effect any amendment to the partnership agreement of any
constituent limited partnership or (2) effect the adoption of a new
partnership agreement for a constituent limited partnership if it is
the surviving limited partnership in the merger.  Any amendment to a
partnership agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the
effective time or date of the merger.  Notwithstanding the above
provisions of this subdivision, if a greater number of limited
partners is required to approve an amendment to the partnership
agreement of a constituent limited partnership than is required to
approve the agreement of merger pursuant to subdivision (a), and the
number of limited partners that approve the agreement of merger is
less than the number of limited partners required to approve an
amendment to the partnership agreement of the constituent limited
partnership, any amendment to the partnership agreement or adoption
of a new partnership agreement of that constituent limited
partnership made pursuant to the first sentence of this subdivision
shall be effective only if the agreement of merger provides that all
of the limited partners shall have the dissenter's rights provided in
Article 7.6 (commencing with Section 15679.1).
   (f) The surviving limited partnership or surviving other business
entity shall keep the agreement of merger at the office referred to
in subdivision (a) of Section 15614 or at the business address
specified in paragraph (5) of subdivision (a) of Section 15678.4, as
applicable, and, upon the request of a limited partner of a
constituent limited partnership or a holder of shares, interests, or
other securities of a constituent other business entity, the general
partners of the surviving limited partnership or the authorized
person of the surviving other business entity shall promptly deliver
to the limited partner or the holder of shares, interests, or other
securities, at the expense of the surviving limited partnership or
surviving other business entity, a copy of the agreement of merger.
A waiver by a partner or holder of shares, interests, or other
securities of the rights provided in this subdivision shall be
unenforceable.
15678.3.  Subdivision (b) of Section 15678.2 shall not apply to any
transaction if the commissioner has approved the terms and conditions
of the transaction and the fairness of such terms and conditions
pursuant to Section 25142.
15678.4.  (a) If the surviving entity is a limited partnership or an
other business entity (other than a corporation in a merger in which
a domestic corporation is a constituent party), after approval of a
merger by the constituent limited partnerships and any constituent
other business entities, the constituent limited partnerships and
constituent other business entities shall file a certificate of
merger in the office of, and on a form prescribed by, the Secretary
of State.  The certificate of merger shall be executed and
acknowledged by each domestic constituent limited partnership by all
general partners (unless a lesser number is provided in the
certificate of limited partnership of the domestic constituent
limited partnership) and by each foreign constituent limited
partnership by one or more general partners, and by each constituent
other business entity by those persons required to execute the
certificate of merger by the laws under which the constituent other
business entity is organized.  The certificate of merger shall set
forth all of the following:
   (1) The names and the Secretary of State's file numbers, if any,
of each of the constituent limited partnerships and constituent other
business entities, separately identifying the disappearing limited
partnerships and disappearing other business entities and the
surviving limited partnership or surviving other business entity.
   (2) If a vote of the limited partners was required under Section
15678.2, a statement setting forth the total number of outstanding
interests of each class entitled to vote on the merger and that the
principal terms of the agreement of merger were approved by a vote of
the number of interests of each class which equaled or exceeded the
vote required, specifying each class entitled to vote and the
percentage vote required of each class.
   (3) If the surviving entity is a limited partnership and not an
other business entity, any change required to the information set
forth in the certificate of limited partnership of the surviving
limited partnership resulting from the merger, including any change
in the name of the surviving limited partnership resulting from the
merger.  The filing of a certificate of merger setting forth any such
changes to the certificate of limited partnership of the surviving
limited partnership shall have the effect of the filing of a
certificate of amendment by the surviving limited partnership, and
the surviving limited partnership need not file a certificate of
amendment under Section 15622 to reflect those changes.
   (4) The future effective date or time (which shall be a date or
time certain not more than 90 days subsequent to the date of filing)
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of
State.
   (5) If the surviving entity is an other business entity or a
foreign limited partnership, the full name, type of entity, legal
jurisdiction in which the entity was organized and by whose laws its
internal affairs are governed, and the address of the principal place
of business of the entity.
   (6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized, including, if a domestic corporation is a party
to the merger, paragraph (2) of subdivision (g) of Section 1113.
   If the surviving entity is a foreign limited partnership in a
merger in which a domestic corporation is a disappearing other
business entity, a copy of the agreement of merger and attachments as
required under paragraph (1) of subdivision (g) of Section 1113
shall be filed at the same time as the filing of the certificate of
merger.
   (b) If the surviving entity is a domestic corporation or a foreign
corporation in a merger in which a domestic corporation is a
constituent party, after approval of the merger by the constituent
limited partnerships and constituent other business entities, the
surviving corporation shall file in the office of the Secretary of
State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113.  The
certificate of merger shall be executed and acknowledged by each
domestic constituent limited partnership by all general partners,
unless a lesser number is provided in the certificate of limited
partnership of the domestic constituent limited partnership.
   (c) A certificate of merger or the agreement of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a certificate of cancellation for each disappearing
limited partnership, and no disappearing limited partnership need
file a certificate of dissolution or a certificate of cancellation
under Section 15623 as a result of the merger.
   (d) If a disappearing other business entity is a foreign
corporation qualified to transact intrastate business in this state,
a certificate of satisfaction of the Franchise Tax Board as required
by Section 23334 of the Revenue and Taxation Code shall be filed with
the certificate of merger or agreement of merger, as is applicable
under subdivision (a) or (b).  By the filing of the certificate of
merger or agreement of merger, as is applicable, the foreign
corporation shall automatically surrender its right to transact
intrastate business.
15678.5.  (a) Unless a future effective date or time is provided in
a certificate of merger or the agreement of merger, if an agreement
of merger is required to be filed under Section 15678.4, in which
event the merger shall be effective at that future effective date or
time, a merger shall be effective upon the filing of the certificate
of merger or the agreement of merger, as is applicable, in the office
of the Secretary of State.
   (b) (1) For all purposes, a copy of the certificate of merger duly
certified by the Secretary of State is conclusive evidence of the
merger of (A) the constituent limited partnerships (either by
themselves or together with constituent other business entities) into
the surviving other business entity, or (B) the constituent limited
partnerships or the constituent other business entities, or both,
into the surviving limited partnership.
   (2) In a merger in which the surviving entity is a corporation in
a merger in which a domestic corporation and a domestic limited
partnership are parties to the merger, a copy of an agreement of
merger certified on or after the effective date by an official having
custody thereof has the same force in evidence as the original and,
except as against the state, is conclusive evidence of the
performance of all conditions precedent to the merger, the existence
on the effective date of the surviving corporation and the
performance of the conditions necessary to the adoption of any
amendment to the articles of incorporation of the surviving
corporation, if applicable, contained in the agreement of merger.
15678.6.  (a) Upon a merger of limited partnerships or limited
partnerships and other business entities pursuant to this chapter,
the separate existence of the disappearing limited partnerships and
disappearing other business entities ceases and the surviving limited
partnership or surviving other business entity shall succeed,
without other transfer, act or deed, to all the rights and property,
whether real, personal, or mixed, of each of the disappearing limited
partnerships and disappearing other business entities and shall be
subject to all the debts and liabilities of each in the same manner
as if the surviving limited partnership or surviving other business
entity had itself incurred them.
   (b) All rights of creditors and all liens upon the property of
each of the constituent limited partnerships and constituent other
business entities shall be preserved unimpaired and may be enforced
against the surviving limited partnership or the surviving other
business entity to the same extent as if the debt, liability or duty
which gave rise to that lien had been incurred or contracted by it,
provided that such liens upon the property of a disappearing limited
partnership or disappearing other business entity shall be limited to
the property affected thereby immediately prior to the time the
merger is effective.
   (c) Any action or proceeding pending by or against any
disappearing limited partnership or disappearing other business
entity may be prosecuted to judgment, which shall bind the surviving
limited partnership or surviving other business entity, or the
surviving limited partnership or surviving other business entity may
be proceeded against or be substituted in the disappearing limited
partnership's or disappearing other business entity's place.
   (d) Nothing in this article is intended to affect the liability a
general partner of a disappearing limited partnership may have in
connection with the debts and liabilities of the disappearing limited
partnership existing prior to the time the merger is effective.
15678.7.  (a) The merger of any number of domestic limited
partnerships with any number of foreign limited partnerships or
foreign other business entities  shall be required to comply with
Section 15678.1.
   (b) If the surviving entity is a domestic limited partnership or a
domestic other business entity, the merger proceedings with respect
to that limited partnership or other business entity and any domestic
disappearing limited partnership shall conform to the provisions of
this chapter governing the merger of domestic limited partnerships,
but if the surviving entity is a foreign limited partnership or a
foreign other business entity, then, subject to the requirements of
subdivision (d) and Article 7.6 (commencing with Section 15679.1)
and, with respect to any domestic constituent corporation, Section
1113 and Chapters 12 (commencing with Section 1200) and 13
(commencing with Section 1300) of Division 1 of Title 1, the merger
proceedings may be in accordance with the laws of the state or place
of organization of the surviving limited partnership or surviving
other business entity.
   (c) If the surviving entity is a domestic limited partnership or
domestic other business entity, other than a domestic corporation,
the certificate of merger shall be filed as provided in subdivision
(a) of Section 15678.4, and thereupon, subject to subdivision (a) of
Section 15678.5, the merger shall be effective as to each domestic
constituent limited partnership and domestic constituent other
business entity.  If the surviving entity is a domestic corporation,
the agreement of merger with attachments shall be filed as provided
in subdivision (b) of Section 15678.4, and thereupon, subject to
subdivision (a) of Section 15678.5, the merger shall be effective as
to each domestic constituent limited partnership and domestic
constituent other business entity unless another effective date is
provided for in Chapter 11 (commencing with Section 1100) of Division
1 of Title 1, with respect to any constituent corporation or
constituent limited partnership.
   (d) If the surviving entity is a foreign limited partnership or
foreign other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
limited partnership or surviving other business entity is organized,
but shall be effective as to any domestic disappearing limited
partnership as of the time of effectiveness in the foreign
jurisdiction upon the filing in this state of a certificate of merger
or agreement of merger as provided in Section 15678.4.
   (e) If a merger described in subdivision (c) or (d) also includes
a foreign disappearing limited partnership previously registered for
the transaction of intrastate business in this state pursuant to
Section 15692, the filing of the certificate of merger or agreement
of merger, as is applicable under Section 15678.4, automatically has
the effect of a cancellation of registration for that foreign limited
partnership pursuant to Section 15696 without the necessity of the
filing of a certificate of cancellation.
   (f) The provisions of subdivision (b) of Section 15678.2 and
Article 7.6 (commencing with Section 15679.1) apply to the rights of
the limited partners of any of the constituent limited partnerships
which are domestic limited partnerships and of any domestic limited
partnership which is a parent of any foreign constituent limited
partnership.
15678.8.  Whenever a domestic or foreign limited partnership or
other business entity having any real property in this state merges
with another limited partnership or other business entity pursuant to
the laws of this state or of the state or place in which any
constituent limited partnership or constituent other business entity
was organized, and the laws of the state or place of organization
(including this state) of any disappearing limited partnership or
disappearing other business entity provide substantially that the
making and filing of the agreement of merger or certificate of merger
vests in the surviving limited partnership or surviving other
business entity all the real property of any disappearing limited
partnership and disappearing other business entity, the filing for
record in the office of the county recorder of any county in this
state in which any of the real property of the disappearing limited
partnership or disappearing other business entity is located of
either (a) a certificate of merger certified by the Secretary of
State, or other certificate prescribed by the Secretary of State, or
(b) a copy of the agreement of merger or certificate of merger,
certified by the Secretary of State or an authorized public official
of the state or place pursuant to the laws of which the merger is
effected, shall evidence record ownership in the surviving limited
partnership or surviving other business entity of all interest of
such disappearing limited partnership or disappearing other business
entity in and to the real property located in that county.
15678.9.  Recording of the certificate of merger in accordance with
Section 15678.8 shall create, in favor of bona fide purchasers or
encumbrancers for value, a conclusive presumption that the merger was
validly completed.
15678.10.  Upon merger pursuant to this article, a surviving
domestic or foreign limited partnership or other business entity
shall be deemed to have assumed the liability of each disappearing
domestic or foreign limited partnership or other business entity that
is taxed under Part 10 (commencing with Section 17001) of, or under
Part 11 (commencing with Section 23001) of, Division 2 of the Revenue
and Taxation Code for the following:
   (a) To prepare and file, or to cause to be prepared and filed, tax
and information returns otherwise required of that disappearing
entity as specified in Chapter 2 (commencing with Section 18501) of
Part 10.2 of Division 2 of the Revenue and Taxation Code.
   (b) To pay any tax liability determined to be due.