N.Y. Partnership Law Section 121-1102
Procedure for merger or consolidation


(a)

The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and conditions of the conversion of the interests of general and limited partners of the constituent limited partnerships into general and limited partnership interests in the surviving or resulting limited partnership or the cash or other consideration to be paid or delivered in exchange for interests in a constituent limited partnership, or a combination thereof. The agreement shall be submitted to the partners of each constituent limited partnership at a regular or special meeting called on twenty days notice or such greater notice as the partnership agreement may provide. Subject to any requirement in the partnership agreement requiring approval by any greater or lesser, which shall not be less than a majority in interest, percentage of limited partners, the agreement shall be approved on behalf of each constituent limited partnership (i) by such vote of general partners as shall be required by the partnership agreement, or, if no provision is made, by all general partners, and

(ii)

by limited partners representing a majority in interest of each class of limited partners. Notwithstanding authorization by the partners, the plan of merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the plan of merger or consolidation.

(b)

Any limited partner of a limited partnership which is a party to a proposed merger or consolidation may, prior to that time of the meeting at which such merger or consolidation is to be voted on, file with the limited partnership written notice of dissent from the proposed merger or consolidation. Such notice of dissent may be withdrawn by the dissenting limited partner at any time prior to the effective date of the merger or consolidation and shall be deemed to be withdrawn if the limited partner casts a vote in favor of the proposed merger or consolidation.

(c)

Upon the effectiveness of the merger or consolidation the dissenting limited partner of any constituent limited partnership shall not become or continue to be a limited partner of the surviving or resulting limited partnership, but shall be entitled to receive in cash from the surviving or resulting limited partnership the fair value of his interest in the limited partnership as of the close of business of the day prior to the effective date of the merger or consolidation in accordance with § 121-604 (Right to distribution upon withdrawal)section 121-604 of this article, but without taking account of the effect of the merger or consolidation.

(d)

A limited partner of a constituent limited partnership who has a right under this article to demand payment for his partnership interest shall not have any right at law or in equity under this article to attack the validity of the merger or consolidation, or to have the merger or consolidation set aside or rescinded, except in an action or contest with respect to compliance with the provisions of the partnership agreement or subdivision (a) of this section.

(e)

A limited partnership whose original certificate of limited partnership was filed with the secretary of state and effective prior to the effective date of this subdivision shall continue to be governed by this section as in effect on such date and shall not be governed by this section, unless otherwise provided in the partnership agreement.

Source: Section 121-1102 — Procedure for merger or consolidation, https://www.­nysenate.­gov/legislation/laws/PTR/121-1102 (updated Sep. 22, 2014; accessed Mar. 23, 2024).

121–101
Definitions
121–102
Partnership name
121–103
Reservation of partnership name
121–104
Statutory designation of secretary of state as agent for service of process
121–104–A
Resignation for receipt of process
121–105
Registered agent
121–106
Records
121–107
Nature of business
121–108
Business transactions of partner with the partnership
121–109
Service of process on limited partnerships
121–109–A
Electronic service of process
121–110
The partnership agreement
121–201
Certificate of limited partnership
121–202
Amendment of the certificate of limited partnership
121–202–A
Certificate of change
121–203
Cancellation of certificate
121–204
Execution of certificates
121–205
Execution, amendment or cancellation by judicial act
121–206
Filing with the department of state
121–207
Liability for false statement in certificate
121–208
Restated certificate of limited partnership
121–301
Admission of limited partners
121–302
Classes and voting by limited partners
121–303
Liability to third parties
121–304
Person erroneously believing himself a limited partner
121–401
Admission of additional general partners
121–402
Events of withdrawal of a general partner
121–403
General powers and liabilities
121–404
Contributions by a general partner
121–405
Classes and voting by general partners
121–501
Form of contribution
121–502
Liability for contributions
121–503
Sharing of profits and losses
121–504
Sharing of distributions
121–601
Interim distributions
121–602
Withdrawal of a general partner
121–603
Withdrawal of a limited partner
121–604
Right to distribution upon withdrawal
121–605
Distribution in kind
121–606
Right to distribution
121–607
Limitations on distribution
121–701
Nature of partnership interest
121–702
Assignment of partnership interest
121–703
Rights of creditor
121–704
Right of assignee to become limited partner
121–705
Liability upon assignment
121–706
Power of estate of deceased or incompetent partner
121–801
Nonjudicial dissolution
121–802
Judicial dissolution
121–803
Winding up
121–804
Distribution of assets
121–901
Law governing
121–902
Application for authority, contents
121–903
Certificate of amendment
121–903–A
Certificate of change
121–904
Application for authority
121–905
Surrender of certificate of authority
121–906
Termination of existence
121–907
Doing business without certificate of authority
121–908
Violations
121–1001
Parties to actions
121–1002
Limited partners’ derivative action
121–1003
Security for expenses
121–1004
Indemnification of general partner
121–1101
Merger and consolidation of limited partnerships
121–1102
Procedure for merger or consolidation
121–1103
Certificate of merger or consolidation
121–1104
Effect of merger or consolidation
121–1105
Payment for interest of dissenting limited partners
121–1106
Mergers and consolidations involving other business entities
121–1201
Existing limited partnership
121–1202
Adoption by previously formed limited partnerships
121–1300
Fees

Accessed:
Mar. 23, 2024

Last modified:
Sep. 22, 2014

§ 121-1102’s source at nysenate​.gov

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