Merger of domestic limited partnership--filing required, effectivedate--articles of merger or consolidation required, when, contents,secretary of state agent for service of process--effect of merger.
359.165. 1. Pursuant to an agreement of merger or consolidation, adomestic limited partnership may merge or consolidate with or into one ormore limited partnerships formed under the laws of this state or any otherjurisdiction, with such limited partnership as the agreement shall providebeing the surviving or resulting limited partnership. A domestic limitedpartnership may merge or consolidate with one or more domestic or foreigngeneral partnerships, limited liability companies, trusts, business trusts,corporations, real estate investment trusts and other associations orbusiness entities at least one of which is not a limited partnership, asprovided in sections 347.700 to 347.735, RSMo.
2. The agreement of merger or consolidation shall be approved by thenumber or percentage of general and limited partners specified in thepartnership agreement. If the partnership agreement fails to specify therequired partner approval for merger or consolidation of the limitedpartnership, then the agreement of merger or consolidation shall beapproved by that number or percentage of general and limited partnersspecified by the partnership agreement to approve an amendment to thepartnership agreement. However, if the merger effects a change for whichthe partnership agreement requires a greater number or percentage ofgeneral and limited partners than that required to amend the partnershipagreement, then the merger or consolidation shall be approved by thatgreater number or percentage. If the partnership agreement contains noprovision specifying the vote required to amend the partnership agreement,then the agreement of merger must be approved by all the general andlimited partners.
3. In the case of a merger or consolidation of one or more domesticlimited partnerships into a surviving limited partnership, the survivinglimited partnership shall file articles of merger or consolidation with thesecretary of state setting forth:
(1) The name of each party to the merger or consolidation;
(2) The effective date of the merger or consolidation which shall bethe date the articles of merger or consolidation are filed with thesecretary or on a later date set forth in the articles of merger orconsolidation not to exceed ninety days after the filing date;
(3) The name of the surviving limited partnership in a merger or thenew limited partnership in a consolidation and the state of its formation;
(4) A statement that the merger or consolidation was authorized andapproved by the partners of each party to the merger or consolidation inaccordance with the laws of the jurisdiction where it was organized;
(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or new limitedpartnership;
(6) In the case of a merger in which a domestic limited partnershipis the surviving entity, such amendments or changes to the certificate oflimited partnership of the surviving limited partnership as are desired tobe effected by the merger, or, if no such amendments or changes aredesired, a statement that the certificate of limited partnership of thesurviving limited partnership shall not be amended or changed as a resultof the merger;
(7) In the case of a consolidation in which a domestic limitedpartnership is the continuing limited partnership, the certificate oflimited partnership of the new domestic limited partnership shall be setforth in an attachment to the certificate of consolidation;
(8) A statement that the executed agreement of merger orconsolidation is on file at the principal place of business of thesurviving or new limited partnership, stating the address of such place ofbusiness; and
(9) A statement that a copy of the agreement of merger orconsolidation will be furnished by the surviving or new limitedpartnership, on request and without cost, to any partner of any entity thatis a party to the merger or consolidation.
4. The certificate of merger or consolidation shall be executed by atleast one general partner of each domestic limited partnership and oneauthorized agent, or its equivalent, for the other party to the merger orconsolidation who is duly authorized to execute such notice.
5. In the case of a merger of one or more domestic limitedpartnerships into a surviving limited partnership, the certificate oflimited partnership of the surviving domestic limited partnership shall beamended to the extent provided in the articles of merger and thecertificates of limited partnership of each other domestic limitedpartnership shall be deemed canceled by the filing of the articles ofmerger with the secretary of state.
6. If, following a merger or consolidation of one or more domesticlimited partnerships and one or more limited partnerships formed under thelaws of any state, the surviving or resulting limited partnership is not adomestic limited partnership, there shall be attached to the articles ofmerger or consolidation filed pursuant to subsection 3 of this section acertificate executed by the surviving or resulting limited partnership,stating that such surviving or resulting limited partnership may be servedwith process in this state in any action, suit or proceeding for theenforcement of any obligation of such domestic limited partnership,irrevocably appointing the secretary of state as such surviving orresulting limited partnership's agent to accept service of process in anysuch action, suit or proceeding and specifying the address to which a copyof such process shall be mailed to such surviving or resulting limitedpartnership to the secretary of state.
7. When the articles of merger or consolidation required bysubsection 3 of this section shall have become effective, for all purposesof the laws of this state, all of the rights, privileges, franchises andpowers of each of the limited partnerships that have merged orconsolidated, and all property, real, personal and mixed, and all debts dueto any of such limited partnerships, as well as all other things and causesof action belonging to each of such limited partnerships shall be vested inthe surviving or resulting limited partnership, and shall thereafter be theproperty of the surviving or resulting limited partnership as they were ofeach of the limited partnerships that have merged or consolidated, and thetitle to any real property vested by deed or otherwise, under the laws ofthis state, in any such limited partnerships, shall not revert or be in anyway impaired by reason of this section; but all rights of creditors and allliens upon any property of any of such limited partnerships shall bepreserved unimpaired, and all debts, liabilities and duties of each of thelimited partnerships that have merged or consolidated shall thenceforthattach to the surviving or resulting limited partnership, and may beenforced against such surviving or resulting limited partnership to thesame extent as if such debts, liabilities and duties had been incurred orcontracted by such surviving or resulting limited partnership.
Merger of domestic limited partnership--filing required, effectivedate--articles of merger or consolidation required, when, contents,secretary of state agent for service of process--effect of merger.
359.165. 1. Pursuant to an agreement of merger or consolidation, adomestic limited partnership may merge or consolidate with or into one ormore limited partnerships formed under the laws of this state or any otherjurisdiction, with such limited partnership as the agreement shall providebeing the surviving or resulting limited partnership. A domestic limitedpartnership may merge or consolidate with one or more domestic or foreigngeneral partnerships, limited liability companies, trusts, business trusts,corporations, real estate investment trusts and other associations orbusiness entities at least one of which is not a limited partnership, asprovided in sections 347.700 to 347.735, RSMo.
2. The agreement of merger or consolidation shall be approved by thenumber or percentage of general and limited partners specified in thepartnership agreement. If the partnership agreement fails to specify therequired partner approval for merger or consolidation of the limitedpartnership, then the agreement of merger or consolidation shall beapproved by that number or percentage of general and limited partnersspecified by the partnership agreement to approve an amendment to thepartnership agreement. However, if the merger effects a change for whichthe partnership agreement requires a greater number or percentage ofgeneral and limited partners than that required to amend the partnershipagreement, then the merger or consolidation shall be approved by thatgreater number or percentage. If the partnership agreement contains noprovision specifying the vote required to amend the partnership agreement,then the agreement of merger must be approved by all the general andlimited partners.
3. In the case of a merger or consolidation of one or more domesticlimited partnerships into a surviving limited partnership, the survivinglimited partnership shall file articles of merger or consolidation with thesecretary of state setting forth:
(1) The name of each party to the merger or consolidation;
(2) The effective date of the merger or consolidation which shall bethe date the articles of merger or consolidation are filed with thesecretary or on a later date set forth in the articles of merger orconsolidation not to exceed ninety days after the filing date;
(3) The name of the surviving limited partnership in a merger or thenew limited partnership in a consolidation and the state of its formation;
(4) A statement that the merger or consolidation was authorized andapproved by the partners of each party to the merger or consolidation inaccordance with the laws of the jurisdiction where it was organized;
(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or new limitedpartnership;
(6) In the case of a merger in which a domestic limited partnershipis the surviving entity, such amendments or changes to the certificate oflimited partnership of the surviving limited partnership as are desired tobe effected by the merger, or, if no such amendments or changes aredesired, a statement that the certificate of limited partnership of thesurviving limited partnership shall not be amended or changed as a resultof the merger;
(7) In the case of a consolidation in which a domestic limitedpartnership is the continuing limited partnership, the certificate oflimited partnership of the new domestic limited partnership shall be setforth in an attachment to the certificate of consolidation;
(8) A statement that the executed agreement of merger orconsolidation is on file at the principal place of business of thesurviving or new limited partnership, stating the address of such place ofbusiness; and
(9) A statement that a copy of the agreement of merger orconsolidation will be furnished by the surviving or new limitedpartnership, on request and without cost, to any partner of any entity thatis a party to the merger or consolidation.
4. The certificate of merger or consolidation shall be executed by atleast one general partner of each domestic limited partnership and oneauthorized agent, or its equivalent, for the other party to the merger orconsolidation who is duly authorized to execute such notice.
5. In the case of a merger of one or more domestic limitedpartnerships into a surviving limited partnership, the certificate oflimited partnership of the surviving domestic limited partnership shall beamended to the extent provided in the articles of merger and thecertificates of limited partnership of each other domestic limitedpartnership shall be deemed canceled by the filing of the articles ofmerger with the secretary of state.
6. If, following a merger or consolidation of one or more domesticlimited partnerships and one or more limited partnerships formed under thelaws of any state, the surviving or resulting limited partnership is not adomestic limited partnership, there shall be attached to the articles ofmerger or consolidation filed pursuant to subsection 3 of this section acertificate executed by the surviving or resulting limited partnership,stating that such surviving or resulting limited partnership may be servedwith process in this state in any action, suit or proceeding for theenforcement of any obligation of such domestic limited partnership,irrevocably appointing the secretary of state as such surviving orresulting limited partnership's agent to accept service of process in anysuch action, suit or proceeding and specifying the address to which a copyof such process shall be mailed to such surviving or resulting limitedpartnership to the secretary of state.
7. When the articles of merger or consolidation required bysubsection 3 of this section shall have become effective, for all purposesof the laws of this state, all of the rights, privileges, franchises andpowers of each of the limited partnerships that have merged orconsolidated, and all property, real, personal and mixed, and all debts dueto any of such limited partnerships, as well as all other things and causesof action belonging to each of such limited partnerships shall be vested inthe surviving or resulting limited partnership, and shall thereafter be theproperty of the surviving or resulting limited partnership as they were ofeach of the limited partnerships that have merged or consolidated, and thetitle to any real property vested by deed or otherwise, under the laws ofthis state, in any such limited partnerships, shall not revert or be in anyway impaired by reason of this section; but all rights of creditors and allliens upon any property of any of such limited partnerships shall bepreserved unimpaired, and all debts, liabilities and duties of each of thelimited partnerships that have merged or consolidated shall thenceforthattach to the surviving or resulting limited partnership, and may beenforced against such surviving or resulting limited partnership to thesame extent as if such debts, liabilities and duties had been incurred orcontracted by such surviving or resulting limited partnership.
Merger of domestic limited partnership--filing required, effectivedate--articles of merger or consolidation required, when, contents,secretary of state agent for service of process--effect of merger.
359.165. 1. Pursuant to an agreement of merger or consolidation, adomestic limited partnership may merge or consolidate with or into one ormore limited partnerships formed under the laws of this state or any otherjurisdiction, with such limited partnership as the agreement shall providebeing the surviving or resulting limited partnership. A domestic limitedpartnership may merge or consolidate with one or more domestic or foreigngeneral partnerships, limited liability companies, trusts, business trusts,corporations, real estate investment trusts and other associations orbusiness entities at least one of which is not a limited partnership, asprovided in sections 347.700 to 347.735, RSMo.
2. The agreement of merger or consolidation shall be approved by thenumber or percentage of general and limited partners specified in thepartnership agreement. If the partnership agreement fails to specify therequired partner approval for merger or consolidation of the limitedpartnership, then the agreement of merger or consolidation shall beapproved by that number or percentage of general and limited partnersspecified by the partnership agreement to approve an amendment to thepartnership agreement. However, if the merger effects a change for whichthe partnership agreement requires a greater number or percentage ofgeneral and limited partners than that required to amend the partnershipagreement, then the merger or consolidation shall be approved by thatgreater number or percentage. If the partnership agreement contains noprovision specifying the vote required to amend the partnership agreement,then the agreement of merger must be approved by all the general andlimited partners.
3. In the case of a merger or consolidation of one or more domesticlimited partnerships into a surviving limited partnership, the survivinglimited partnership shall file articles of merger or consolidation with thesecretary of state setting forth:
(1) The name of each party to the merger or consolidation;
(2) The effective date of the merger or consolidation which shall bethe date the articles of merger or consolidation are filed with thesecretary or on a later date set forth in the articles of merger orconsolidation not to exceed ninety days after the filing date;
(3) The name of the surviving limited partnership in a merger or thenew limited partnership in a consolidation and the state of its formation;
(4) A statement that the merger or consolidation was authorized andapproved by the partners of each party to the merger or consolidation inaccordance with the laws of the jurisdiction where it was organized;
(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or new limitedpartnership;
(6) In the case of a merger in which a domestic limited partnershipis the surviving entity, such amendments or changes to the certificate oflimited partnership of the surviving limited partnership as are desired tobe effected by the merger, or, if no such amendments or changes aredesired, a statement that the certificate of limited partnership of thesurviving limited partnership shall not be amended or changed as a resultof the merger;
(7) In the case of a consolidation in which a domestic limitedpartnership is the continuing limited partnership, the certificate oflimited partnership of the new domestic limited partnership shall be setforth in an attachment to the certificate of consolidation;
(8) A statement that the executed agreement of merger orconsolidation is on file at the principal place of business of thesurviving or new limited partnership, stating the address of such place ofbusiness; and
(9) A statement that a copy of the agreement of merger orconsolidation will be furnished by the surviving or new limitedpartnership, on request and without cost, to any partner of any entity thatis a party to the merger or consolidation.
4. The certificate of merger or consolidation shall be executed by atleast one general partner of each domestic limited partnership and oneauthorized agent, or its equivalent, for the other party to the merger orconsolidation who is duly authorized to execute such notice.
5. In the case of a merger of one or more domestic limitedpartnerships into a surviving limited partnership, the certificate oflimited partnership of the surviving domestic limited partnership shall beamended to the extent provided in the articles of merger and thecertificates of limited partnership of each other domestic limitedpartnership shall be deemed canceled by the filing of the articles ofmerger with the secretary of state.
6. If, following a merger or consolidation of one or more domesticlimited partnerships and one or more limited partnerships formed under thelaws of any state, the surviving or resulting limited partnership is not adomestic limited partnership, there shall be attached to the articles ofmerger or consolidation filed pursuant to subsection 3 of this section acertificate executed by the surviving or resulting limited partnership,stating that such surviving or resulting limited partnership may be servedwith process in this state in any action, suit or proceeding for theenforcement of any obligation of such domestic limited partnership,irrevocably appointing the secretary of state as such surviving orresulting limited partnership's agent to accept service of process in anysuch action, suit or proceeding and specifying the address to which a copyof such process shall be mailed to such surviving or resulting limitedpartnership to the secretary of state.
7. When the articles of merger or consolidation required bysubsection 3 of this section shall have become effective, for all purposesof the laws of this state, all of the rights, privileges, franchises andpowers of each of the limited partnerships that have merged orconsolidated, and all property, real, personal and mixed, and all debts dueto any of such limited partnerships, as well as all other things and causesof action belonging to each of such limited partnerships shall be vested inthe surviving or resulting limited partnership, and shall thereafter be theproperty of the surviving or resulting limited partnership as they were ofeach of the limited partnerships that have merged or consolidated, and thetitle to any real property vested by deed or otherwise, under the laws ofthis state, in any such limited partnerships, shall not revert or be in anyway impaired by reason of this section; but all rights of creditors and allliens upon any property of any of such limited partnerships shall bepreserved unimpaired, and all debts, liabilities and duties of each of thelimited partnerships that have merged or consolidated shall thenceforthattach to the surviving or resulting limited partnership, and may beenforced against such surviving or resulting limited partnership to thesame extent as if such debts, liabilities and duties had been incurred orcontracted by such surviving or resulting limited partnership.
