Requirements for certificate of merger; certificate of merger serving as certificate of cancellation.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If a domestic limited partnership is merging under this article, the limited partnership or other business entity (including a foreign limited partnership) surviving or resulting in or from the merger shall file a certificate of merger in the office of the Secretary of State. If a domestic limited partnership is filing said certificate of merger, the certificate of merger must be signed by at least one general partner of the limited partnership, or if the certificate of merger is being filed by another business entity (including a foreign limited partnership), the certificate of merger must be signed by a person authorized by such other business entity. The certificate of merger shall state:
(1) The name, jurisdiction, and date of formation or organization of each of the limited partnerships or other business entities which are to merge;
(2) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which are to merge;
(3) The name of the surviving or resulting limited partnership or other business entity;
(4) The future effective date or time (which shall be a date or time certain) of the merger if it is not to be effective upon the filing of the certificate of merger;
(5) That the agreement of merger is on file at a place of business of the surviving or resulting limited partnership or other business entity, and shall state the address thereof; and
(6) That a copy of the agreement of merger will be furnished by the surviving or resulting limited partnership or other business entity, on request and without cost, to any partner of any limited partnership or any person holding an interest in any other business entity which is to merge.
(b) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.
(c) Each certificate of merger required by this article to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the certificate of limited partnership of each domestic limited partnership that is a party to such merger is filed; provided, however, that when such certificate is filed by the Secretary of State, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the Secretary of State shall be conclusive evidence of the matters covered therein. The judge of probate may charge five dollars ($5) plus fifty cents ($.50) per page in excess of five pages for such filing.
Requirements for certificate of merger; certificate of merger serving as certificate of cancellation.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If a domestic limited partnership is merging under this article, the limited partnership or other business entity (including a foreign limited partnership) surviving or resulting in or from the merger shall file a certificate of merger in the office of the Secretary of State. If a domestic limited partnership is filing said certificate of merger, the certificate of merger must be signed by at least one general partner of the limited partnership, or if the certificate of merger is being filed by another business entity (including a foreign limited partnership), the certificate of merger must be signed by a person authorized by such other business entity. The certificate of merger shall state:
(1) The name, jurisdiction, and date of formation or organization of each of the limited partnerships or other business entities which are to merge;
(2) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which are to merge;
(3) The name of the surviving or resulting limited partnership or other business entity;
(4) The future effective date or time (which shall be a date or time certain) of the merger if it is not to be effective upon the filing of the certificate of merger;
(5) That the agreement of merger is on file at a place of business of the surviving or resulting limited partnership or other business entity, and shall state the address thereof; and
(6) That a copy of the agreement of merger will be furnished by the surviving or resulting limited partnership or other business entity, on request and without cost, to any partner of any limited partnership or any person holding an interest in any other business entity which is to merge.
(b) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.
(c) Each certificate of merger required by this article to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the certificate of limited partnership of each domestic limited partnership that is a party to such merger is filed; provided, however, that when such certificate is filed by the Secretary of State, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the Secretary of State shall be conclusive evidence of the matters covered therein. The judge of probate may charge five dollars ($5) plus fifty cents ($.50) per page in excess of five pages for such filing.
Requirements for certificate of merger; certificate of merger serving as certificate of cancellation.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If a domestic limited partnership is merging under this article, the limited partnership or other business entity (including a foreign limited partnership) surviving or resulting in or from the merger shall file a certificate of merger in the office of the Secretary of State. If a domestic limited partnership is filing said certificate of merger, the certificate of merger must be signed by at least one general partner of the limited partnership, or if the certificate of merger is being filed by another business entity (including a foreign limited partnership), the certificate of merger must be signed by a person authorized by such other business entity. The certificate of merger shall state:
(1) The name, jurisdiction, and date of formation or organization of each of the limited partnerships or other business entities which are to merge;
(2) That an agreement of merger has been approved and executed by each of the limited partnerships or other business entities which are to merge;
(3) The name of the surviving or resulting limited partnership or other business entity;
(4) The future effective date or time (which shall be a date or time certain) of the merger if it is not to be effective upon the filing of the certificate of merger;
(5) That the agreement of merger is on file at a place of business of the surviving or resulting limited partnership or other business entity, and shall state the address thereof; and
(6) That a copy of the agreement of merger will be furnished by the surviving or resulting limited partnership or other business entity, on request and without cost, to any partner of any limited partnership or any person holding an interest in any other business entity which is to merge.
(b) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.
(c) Each certificate of merger required by this article to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the certificate of limited partnership of each domestic limited partnership that is a party to such merger is filed; provided, however, that when such certificate is filed by the Secretary of State, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the Secretary of State shall be conclusive evidence of the matters covered therein. The judge of probate may charge five dollars ($5) plus fifty cents ($.50) per page in excess of five pages for such filing.
