2006 New York Code - 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.   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.