N.Y. Partnership Law Section 121-1106
Mergers and consolidations involving other business entities

One or more domestic limited partnerships formed under this article or which comply with subdivision (a) of § 121-1202 (Adoption by previously formed limited partnerships)section 121-1202 of this article may merge with, or consolidate into, one or more other business entities formed under the law of this state or the law of any other state, in each case with the surviving or resulting entity being a limited partnership or a domestic or foreign other business entity; provided that (i) any limited partnership so merging or consolidating complies with the provisions of this chapter so far as applicable to it and as applicable to any surviving or resulting limited partnership and (ii) any such other business entity so merging or consolidating complies with the applicable provisions of the statute governing such other business entity. With respect to adoption of an agreement of merger or consolidation pursuant to § 121-1102 (Procedure for merger or consolidation)section 121-1102 of this article, the general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation (to be submitted to the partners of the limited partnership as provided in subdivision (a) of section 121-1102) setting forth the terms and conditions of the conversion of the interests of the general and limited partners of such constituent limited partnerships into interests in the surviving or resulting entity or the cash or other consideration to be paid or delivered in exchange for interests in such constituent limited partnerships, or a combination thereof. The rights of any dissenting limited partner of any constituent limited partnership shall be as provided in this chapter whether the surviving or resulting entity is a limited partnership or a domestic or foreign other business entity. The certificate of merger or consolidation required pursuant to § 121-1103 (Certificate of merger or consolidation)section 121-1103 of this article shall include the information required by paragraphs one, two, three and six of subdivision (a) of such section (as applicable) as to the constituent other business entities. The provisions of § 121-1104 (Effect of merger or consolidation)section 121-1104 of this article shall govern the effect of the merger or consolidation with respect to the property of, debts, obligations, liabilities and penalties of, and actions, suits and proceedings by or against, the constituent limited partnership if the survivor or resultant entity therefrom is a limited partnership. A certificate of merger or consolidation shall be filed with the department of state pursuant to the law applicable to such surviving or resulting entity. If the surviving or resulting entity is an other business entity for which the laws of this state do not provide for the filing of a certificate of merger or consolidation, such certificate shall be filed pursuant to this section.

Source: Section 121-1106 — Mergers and consolidations involving other business entities, https://www.­nysenate.­gov/legislation/laws/PTR/121-1106 (updated Sep. 22, 2014; accessed Oct. 26, 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
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Accessed:
Oct. 26, 2024

Last modified:
Sep. 22, 2014

§ 121-1106’s source at nysenate​.gov

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