[§425-203]  Merger of generalpartnerships and limited liability partnerships.  (a)  Pursuant to a planof merger, a domestic general partnership, foreign general partnership, domestic limited liability partnership, or foreign limited liability partnershipmay merge with one or more domestic professional corporations or with one ormore general partnerships, limited liability partnerships, or other businessentities formed or organized under the laws of this State, any state orterritory of the United States, any foreign jurisdiction, or any combinationthereof, with one of the domestic professional corporations, domestic orforeign general partnerships or limited liability partnerships, or otherbusiness entities whether domestic or foreign, being the surviving entity, asprovided in the plan; provided that the merger is permitted by the law of thestate or country under whose law each foreign entity that is a party to themerger is organized.

(b)  The plan of merger shall set forth:

(1)  The name and jurisdiction of formation ororganization of each entity that is a party to the merger;

(2)  The name of the surviving entity with or intowhich the other entity or entities will merge;

(3)  The terms and conditions of the merger;

(4)  The manner and basis for converting the interestsof each party to the merger into interests or obligations of the survivingentity, or into money or other property in whole or in part;

(5)  The street address of the surviving entity'sprincipal place of business, or if no street address is available, the ruralpost office number or post office box designated or made available by theUnited States Postal Service; and

(6)  Amendments, if any, to the organizing articles ofthe surviving entity or, if no such amendments are desired, a statement thatthe organizing articles of the surviving entity shall not be amended pursuantto the merger.

(c)  A plan of merger may:

(1)  Amend the partnership agreement of a generalpartnership or limited liability partnership; or

(2)  Adopt a new partnership agreement, for a generalpartnership or limited liability partnership if it is the surviving entity inthe merger.

Any amendment to a partnership agreement oradoption of a new partnership agreement made pursuant [to] this subsectionshall be effective upon the effective date of the merger.  This subsectionshall not limit the accomplishment of a merger or of any of the mattersreferred to in this subsection by any other means provided for in a generalpartnership's or limited liability partnership's partnership agreement or otheragreement, or as otherwise permitted by law; provided that the partnershipagreement of any constituent partnership or limited liability partnership tothe merger (including a partnership or a limited liability partnership formedfor the purpose of consummating a merger) shall be the partnership agreement ofthe surviving general partnership or limited liability partnership.

(d)  A plan of merger may set forth otherprovisions relating to the merger.

(e)  A plan of merger shall be approved:

(1)  In the case of a domestic general partnership orlimited liability partnership that is a party to the merger, unless otherwiseprovided by the partnership agreement, by the vote of all partners; and

(2)  In the case of a foreign general partnership orforeign limited liability partnership that is a party to the merger, by thevote required for approval of a merger by the laws of the state or foreignjurisdiction in which the foreign general partnership or foreign limitedliability partnership is organized.

(f)  If a foreign general partnership orforeign limited liability partnership is the surviving entity of a merger, itshall not do business in this State until an application for a certificate ofauthority is filed with the director if the foreign general partnership orforeign limited liability partnership is not already authorized to do businessin the State.

(g)  The surviving entity shall furnish a copyof the plan of merger, on request and without cost, to any member, shareholder,or partner of any entity that is a party to the merger.

(h)  A planof merger may provide that at any time prior to the time that the plan becomeseffective, the plan may be terminated by the partners of any partnership orlimited liability partnership notwithstanding approval by all or any of theconstituent parties.  If the plan of merger is terminated after the filing ofthe articles but before the plan has become effective, a certificate oftermination shall be filed with the director.  A plan of merger may allow thepartners of the constituent partnerships to amend the plan at any time prior tothe time that the plan becomes effective; provided that an amendment madesubsequent to the adoption of the plan by the partners of any constituent partnershipshall not:

(1)  Alter orchange the amount or kind of shares, securities, cash, property, or rights tobe received in exchange for or on conversion of all or any of the interests ofthe constituent partnership; or

(2)  Alter orchange any term of the organizing articles of the surviving entity to beeffected by the merger.

If the planof merger is amended after the articles are

filed with thedirector but before the plan has become effective, a certificate of amendmentshall be filed with the director.

(i)  A merger takes effect on the filing dateof the articles of merger, or on the date subsequent to the filing as set forthin the articles of merger; provided that the effective date shall not be morethan thirty days from the filing date. [L 2002, c 41, pt of §3]