2012 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
Section 8547 - Certificate of merger or consolidation

§ 8547.  Certificate of merger or consolidation.

(a)  General rule.--Upon the adoption of the plan of merger or consolidation by the limited partnerships desiring to merge or consolidate, as provided in this subchapter, a certificate of merger or a certificate of consolidation, as the case may be, shall be executed by each limited partnership and shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), set forth:

(1)  The name and the location of the registered office, including street and number, if any, of the domestic surviving or new limited partnership or, in the case of a foreign surviving or new limited partnership, the name of the limited partnership and its jurisdiction of organization, together with either of the following:

(i)  If a qualified foreign limited partnership, the address, including street and number, if any, of its registered office in this Commonwealth.

(ii)  If a nonqualified foreign limited partnership, the address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it is organized.

(2)  The name and address, including street and number, if any, of the registered office of each other domestic limited partnership and qualified foreign limited partnership that is a party to the plan.

(3)  If the plan is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date.

(4)  The manner in which the plan was adopted by each domestic limited partnership and, if one or more foreign limited partnerships are parties to the plan, the fact that the plan was authorized, adopted or approved, as the case may be, by each of the foreign limited partnerships in accordance with the laws of the jurisdiction in which it is organized.

(5)  Except as provided in subsection (b), the plan of merger or consolidation.

(b)  Omission of certain provisions of plan of merger or consolidation.--A certificate of merger or consolidation may omit all provisions of the plan of merger or consolidation except provisions, if any, that are intended to amend or constitute the operative provisions of the certificate of limited partnership of a limited partnership as in effect subsequent to the effective date of the plan, if the certificate of merger or consolidation states that the full text of the plan is on file at the principal place of business of the surviving or new limited partnership and states the address thereof. A limited partnership that takes advantage of this subsection shall furnish a copy of the full text of the plan, on request and without cost, to any partner of any limited partnership that was a party to the plan and, unless all parties to the plan had fewer than 30 partners each, on request and at cost to any other person.

(c)  Filing of certificate of merger or consolidation.--The certificate of merger or certificate of consolidation, as the case may be, and the certificates or statement, if any, required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the department.

(d)  Cross references.--See sections 134 (relating to docketing statement) and 8514 (relating to execution of certificates).