§ 121-1103. Certificate of merger or consolidation; contents. (a)
After adoption of the plan of merger or consolidation by the partners of
each constituent limited partnership, unless the merger or consolidation
is abandoned in accordance with subdivision (a) of section 121-1102 of
this article, a certificate of merger or consolidation, entitled
"Certificate of merger (or consolidation) of........ and.......
into.......... (names of limited partnership) under Section 121-1103 of
the Revised Limited Partnership Act", shall be signed on behalf of each
constituent limited partnership and delivered to the department of
state. The certificate of merger or consolidation shall set forth:

(1) The name of each constituent limited partnership, and if the name
has been changed, the name under which it was formed; and the name of
the surviving limited partnership, or the name of the consolidated
limited partnership;

(2) If a constituent is a domestic limited partnership, the date when
its certificate of limited partnership was filed with the department of
state under this article, or the date when and the county in which its
original certificate of limited partnership was filed under article
eight of this chapter;

(3) If a constituent is a foreign limited partnership the jurisdiction
and date of filing of its original certificate of limited partnership
and the date when its application for authority was filed by the
department of state or if no such application has been filed, a
statement to such effect and (if the constituent foreign limited
partnership is the survivor) that it is not to do business in this state
until an application for such authority shall have been filed by the
department of state;

(4) If a domestic limited partnership is the surviving limited
partnership, such changes in its certificate of limited partnership as
shall be necessary by reason of merger;

(5) If a domestic limited partnership is the resulting limited
partnership in a consolidation, the matters required to be set forth
under section 121-201 of this article;

(6) If the surviving or resulting limited partnership is a foreign
limited partnership: An agreement that the surviving or consolidated
foreign limited partnership may be served with process in this state in
any action or special proceeding for the enforcement of any liability or
obligation of any domestic limited partnership or of any foreign limited
partnership previously amenable to suit in this state which is a
constituent limited partnership in such merger or consolidation, and for
the enforcement as provided in this article, of the right of partners of
any domestic limited partnership to receive payment for their interest
against the surviving or consolidated limited partnership; and

(7) A designation of the secretary of state as its agent upon whom
process against it may be served in the manner set forth in section
121-109 of this article in any action or special proceeding, and a post
office address, within or without this state, to which the secretary of
state shall mail a copy of any process served upon him or her. The
limited partnership may include an email address to which the secretary
of state shall email a notice of the fact that process against it has
been electronically served upon him or her. Such post office address or
email address shall supersede any prior address designated as the
address to which process shall be mailed or a notice emailed.

(b) The merger or consolidation shall be effective upon the filing
thereof by the department of state of the certificate, or at such later
date not more than thirty days after the date of such filing as the
certificates filed may provide.