[§425-203]  Merger of general

partnerships and limited liability partnerships.  (a)  Pursuant to a plan

of merger, a domestic general partnership, foreign general partnership, 

domestic limited liability partnership, or foreign limited liability partnership

may merge with one or more domestic professional corporations or with one or

more general partnerships, limited liability partnerships, or other business

entities formed or organized under the laws of this State, any state or

territory of the United States, any foreign jurisdiction, or any combination

thereof, with one of the domestic professional corporations, domestic or

foreign general partnerships or limited liability partnerships, or other

business entities whether domestic or foreign, being the surviving entity, as

provided in the plan; provided that the merger is permitted by the law of the

state or country under whose law each foreign entity that is a party to the

merger is organized.

     (b)  The plan of merger shall set forth:

     (1)  The name and jurisdiction of formation or

organization of each entity that is a party to the merger;

     (2)  The name of the surviving entity with or into

which the other entity or entities will merge;

     (3)  The terms and conditions of the merger;

     (4)  The manner and basis for converting the interests

of each party to the merger into interests or obligations of the surviving

entity, or into money or other property in whole or in part;

     (5)  The street address of the surviving entity's

principal place of business, or if no street address is available, the rural

post office number or post office box designated or made available by the

United States Postal Service; and

     (6)  Amendments, if any, to the organizing articles of

the surviving entity or, if no such amendments are desired, a statement that

the organizing articles of the surviving entity shall not be amended pursuant

to the merger.

     (c)  A plan of merger may:

     (1)  Amend the partnership agreement of a general

partnership or limited liability partnership; or

     (2)  Adopt a new partnership agreement, for a general

partnership or limited liability partnership if it is the surviving entity in

the merger.

     Any amendment to a partnership agreement or

adoption of a new partnership agreement made pursuant [to] this subsection

shall be effective upon the effective date of the merger.  This subsection

shall not limit the accomplishment of a merger or of any of the matters

referred to in this subsection by any other means provided for in a general

partnership's or limited liability partnership's partnership agreement or other

agreement, or as otherwise permitted by law; provided that the partnership

agreement of any constituent partnership or limited liability partnership to

the merger (including a partnership or a limited liability partnership formed

for the purpose of consummating a merger) shall be the partnership agreement of

the surviving general partnership or limited liability partnership.

     (d)  A plan of merger may set forth other

provisions relating to the merger.

     (e)  A plan of merger shall be approved:

     (1)  In the case of a domestic general partnership or

limited liability partnership that is a party to the merger, unless otherwise

provided by the partnership agreement, by the vote of all partners; and

     (2)  In the case of a foreign general partnership or

foreign limited liability partnership that is a party to the merger, by the

vote required for approval of a merger by the laws of the state or foreign

jurisdiction in which the foreign general partnership or foreign limited

liability partnership is organized.

     (f)  If a foreign general partnership or

foreign limited liability partnership is the surviving entity of a merger, it

shall not do business in this State until an application for a certificate of

authority is filed with the director if the foreign general partnership or

foreign limited liability partnership is not already authorized to do business

in the State.

     (g)  The surviving entity shall furnish a copy

of 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 plan

of merger may provide that at any time prior to the time that the plan becomes

effective, the plan may be terminated by the partners of any partnership or

limited liability partnership notwithstanding approval by all or any of the

constituent parties.  If the plan of merger is terminated after the filing of

the articles but before the plan has become effective, a certificate of

termination shall be filed with the director.  A plan of merger may allow the

partners of the constituent partnerships to amend the plan at any time prior to

the time that the plan becomes effective; provided that an amendment made

subsequent to the adoption of the plan by the partners of any constituent partnership

shall not:

     (1)  Alter or

change the amount or kind of shares, securities, cash, property, or rights to

be received in exchange for or on conversion of all or any of the interests of

the constituent partnership; or

     (2)  Alter or

change any term of the organizing articles of the surviving entity to be

effected by the merger.

     If the plan

of merger is amended after the articles are

filed with the

director but before the plan has become effective, a certificate of amendment

shall be filed with the director.

     (i)  A merger takes effect on the filing date

of the articles of merger, or on the date subsequent to the filing as set forth

in the articles of merger; provided that the effective date shall not be more

than thirty days from the filing date. [L 2002, c 41, pt of §3]