Certificate of Merger or Consolidation

A limited partnership may merge or consolidate wiili or into one or more limited partnerships or other business entities formed or organized underilie laws ofilie Commonwealth or any oilier state of the United States, or any foreign country or oilier foreign jurisdiction, with such limited partnership or other business entity being ilie resulting or surviving limited partnership or oilier business entity. (2) A limited partnership which is involved in a consolidation or merger shall file a certificate of consolidation or merger with the Division as provided herein. If the limited partnership is involved in a consolidation or merger wiili a domestic oilier business entity which is required to make a filing wiili the Division in order to effectuate ilie merger or consolidation, ilie surviving entity involved in ilie merger or consolidation may submit a combined filing which contains the information and is accompanied by ilie fee required by law for each domestic entity involved. The filing shall be designated and formatted in ilie manner established by law and regulation for ilie surviving entity. The certificate shall set forth: (a) the name, date and jurisdiction of formation or organization, and office location of each limited partnership or other business entity involved in ilie merger or consolidation; (b) the name of the resulting or surviving domestic limited partnership or oilier business entity; ( c) a statement that ilie merger or consolidation has been duly adopted in accordance with ilie law under which it is organized or formed; (d) if the consolidation or merger is to be effective at a later date, ilie effective date of the merger or consolidation; (e) a statement that the agreement of consolidation or merger will be kept on file at ilie office ofilie resulting or surviving limited partnership or oilier business entity, and the street address of that office; (t) a statement 1hat a copy of the agreement of consolidation or merger will be furnished by ilie resulting or surviving limited partnership or other business entity on request and without cost to any partner of the limited partnership or to any person holding an interest in any other business entity; 950 CMR - 3 72.l 108.17: continued (g) if the resulting or surviving limited partnership or other business entity is not an entity organized under the laws of the Commonwealth, a statement that such resulting or surviving entity agrees that, if such entity does not continually maintain an agent for service of process in the Commonwealth, to appoint irrevocably the Secretary of the Commonwealth to be its true and lav.ful attorney upon whom all lav.ful process in any action or proceeding in the Commonwealth may be served in the manner set forth in M.G.L. c. 156D, Part 15, § 15.10; (h) if the resulting or surviving entity is a limited partnership governed by 950 CMR 108.00, the certificate of merger/consolidation shall include: 1. the name of each general partner and business address, if different from the office location. 2. any amendment to the limited partnership certificate of the surviving limited partnership to be effected pursuant to the agreement of merger, or in the case of a resulting limited partnership, all other information required to be included in the certificate of limited partnership to 950 CMR 108.11. (3) The fee for filing the consolidation or merger shall be $100.00, plus the fee assessed by law for each domestic other business entity. ( 4) In order to file a certificate of consolidation or merger, each limited partnership involved shall file all annual reports and pay all fees required by law to be filed and paid. I 08.18: Execution of Certificate Ordered by Court If a person required to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure may petition the superior court department of the trial court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary to record an appropriate certificate. The limited partnership certificate shall be considered amended or canceled, as the case may be, when a certified copy of such order is filed with the Division.