2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
8549 - Effect of merger or consolidation.

     § 8549.  Effect of merger or consolidation.
        (a)  Single surviving or new limited partnership.--Upon the
     merger or consolidation becoming effective, the several limited
     partnerships parties to the plan of merger or consolidation
     shall be a single limited partnership which, in the case of a
     merger, shall be the limited partnership designated in the plan
     of merger as the surviving limited partnership and, in the case
     of a consolidation, shall be the new limited partnership
     provided for in the plan of consolidation. The separate
     existence of all limited partnerships parties to the plan of
     merger or consolidation shall cease, except that of the
     surviving limited partnership, in the case of a merger.
        (b)  Property rights.--All the property, real, personal and
     mixed, of each of the limited partnerships parties to the plan
     of merger or consolidation, and all debts due on whatever
     account to any of them, as well as all other things and causes
     of action belonging to any of them, shall be deemed to be vested
     in and shall belong to the surviving or new limited partnership,
     as the case may be, without further action, and the title to any
     real estate, or any interest therein, vested in any of the
     limited partnerships shall not revert or be in any way impaired
     by reason of the merger or consolidation. The surviving or new
     limited partnership shall thenceforth be responsible for all the
     liabilities of each of the limited partnerships so merged or
     consolidated. Liens upon the property of the merging or
     consolidating limited partnerships shall not be impaired by the
     merger or consolidation, and any claim existing or action or
     proceeding pending by or against any of the limited partnerships
     may be prosecuted to judgment as if the merger or consolidation
     had not taken place or the surviving or new limited partnership
     may be proceeded against or substituted in its place.
        (c)  Taxes.--Any taxes, interest, penalties and public
     accounts of the Commonwealth claimed against any of the merging
     or consolidating limited partnerships that are settled, assessed
     or determined prior to or after the merger or consolidation
     shall be the liability of the surviving or new limited
     partnership and, together with interest thereon, shall be a lien
     against the property, both real and personal, of the surviving
     or new limited partnership.
        (d)  Certificate of limited partnership.--In the case of a
     merger, the certificate of limited partnership of the surviving
     domestic limited partnership, if any, shall be deemed to be
     amended to the extent, if any, that changes in its certificate
     of limited partnership are stated in the plan of merger. In the
     case of a consolidation into a domestic limited partnership, the
     statements that are set forth in the plan of consolidation, or
     certificate of limited partnership set forth therein, shall be
     deemed to be the certificate of limited partnership of the new
     limited partnership.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b) and (c).