New Jersey § 42:2a-73

§ 42:2a-73.

a. As used in this section, “ other business entity ” means a business corporation, partnership or a limited liability company. b. (1) Pursuant to an agreement of merger or consolidation, a domestic limited partnership

may merge or consolidate with or into one or more domestic limited partnerships or

other business entities formed or organized under the laws of this State or any other

state or the United States or any foreign country or other foreign jurisdiction, with

such domestic limited partnership or other business entity as the agreement shall

provide being the surviving or resulting domestic limited partnership or other business

entity. Unless otherwise provided in the partnership agreement, a merger or consolidation

shall be approved as follows: by each domestic limited partnership which is to merge

or consolidate (1) by all general partners, and (2) by the limited partners or, if

there is more than one class or group of limited partners, then by each class or group

of limited partners, in either case, by limited partners who own more than 50 percent

of the then current percentage or other interest in the profits of the domestic limited

partnership owned by all of the limited partners or by the limited partners in each

class or group, as appropriate. In connection with a merger or consolidation hereunder, rights or securities of,

or interests in, a domestic limited partnership or other business entity which is

a constituent party to the merger or consolidation may be exchanged for or converted

into cash, property, rights or securities of, or interests in, the surviving or resulting

domestic limited partnership or other business entity or, in addition to or in lieu

thereof, may be exchanged for or converted into cash, property, rights or securities

of, or interests in, a domestic limited partnership or other business entity which

is not the surviving or resulting limited partnership or other business entity in

the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated

or amended pursuant to a provision for such termination or amendment contained in

the agreement of merger or consolidation. (2) A domestic limited partnership may not merge or consolidate with any other business

entity if authority for such merger or consolidation is not granted by the laws of

the jurisdiction under which the other business entity is organized. (3) With respect to the merger or consolidation of domestic limited partnerships,

each domestic limited partnership company shall comply with the provisions of this

section and each other business entity shall comply with the applicable provisions

of the laws of the jurisdiction under which it is organized. c. If a domestic limited partnership merges or consolidates under this section, the

domestic limited partnership or other business entity surviving or resulting in, or

from the merger or consolidation, shall file a certificate of merger or consolidation

in the office of the Secretary of State. The Secretary of State shall, upon filing, forward a copy of the certificate of

merger or consolidation to the Director of the Division of Taxation. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the domestic

limited partnerships or other business entities which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by

each of the domestic limited partnerships or other business entities which is to merge

or consolidate; (3) The name of the surviving or resulting domestic limited partnership or other business

entity; (4) The future effective date or time (which shall be a date or time certain) of the

merger or consolidation if it is not to be effective upon the filing of the certificate

of merger or consolidation; (5) That the agreement of merger or consolidation is on file at a place of business

of the surviving or resulting domestic limited partnership or other business entity,

and shall state the address thereof; (6) That a copy of the agreement of merger or consolidation shall be furnished by

the surviving or resulting domestic limited partnership or other business entity,

on request and without cost, to any member of any domestic limited partnership or

any person holding an interest in any other business entity which is to merge or consolidate;

and (7) If the surviving or resulting entity is not a domestic limited partnership, or

other business entity organized under the laws of this State, a statement that such

surviving or resulting other business entity agrees that it may be served with process

in this State in any action, suit or proceeding for the enforcement of any obligation

of any domestic limited partnership which is to merge or consolidate, irrevocably

appointing the Secretary of State as its agent to accept service of process in any

such action, suit or proceeding and specifying the address to which a copy of such

process shall be mailed to it by the Secretary of State. d. Unless a future effective date or time is provided in a certificate of merger or

consolidation, in which event a merger or consolidation shall be effective at any

such future effective date or time, a merger or consolidation shall be effective upon

the filing in the office of the Secretary of State of a certificate of merger or consolidation. e. A certificate of merger or consolidation shall act as a certificate of cancellation

for a domestic limited partnership which is not the surviving or resulting entity

in the merger or consolidation. f. An agreement of merger or consolidation approved in accordance with subsection

b. of this section may (1) effect any amendment to the partnership agreement or (2)

effect the adoption of a new partnership agreement for a limited partnership if it

is the surviving or resulting limited partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement

made pursuant to this subsection shall be effective at the time or date of the merger

or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment

of a merger or of any of the matters referred to herein by any other means provided

for in a partnership agreement or other agreement or as otherwise permitted by law,

including that the partnership agreement of any constituent limited partnership to

the merger or consolidation (including a limited partnership formed for the purpose

of consummating a merger or consolidation) shall be the partnership agreement of the

surviving or resulting limited partnership. g. When any merger or consolidation becomes effective under this section, for all

purposes of the laws of this State, all of the rights, privileges and powers of each

of the domestic limited partnerships and other business entities that have merged

or consolidated, and all property, real, personal and mixed, and all debts due to

any of those domestic limited partnerships and other business entities, as well as

all other things and causes of action belonging to each of those domestic limited

partnerships and other business entities, shall be vested in the surviving or resulting

domestic limited partnership or other business entity, and shall thereafter be the

property of the surviving or resulting domestic limited partnership or other business

entity as they were of each of the domestic limited partnerships and other business

entities that have merged or consolidated, and the title to any real property vested

by deed or otherwise, under the laws of this State, in any of those domestic limited

partnerships and other business entities, shall not revert or be in any way impaired

by reason of this act; but all rights of creditors and all liens upon any property

of any of those domestic limited partnerships and other business entities shall be

preserved unimpaired, and all debts, liabilities and duties of each of those domestic

limited partnerships and other business entities that have merged or consolidated

shall attach to the surviving or resulting domestic limited partnership or other business

entity, and may be enforced against it to the same extent as if the debts, liabilities

and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership,

including a domestic limited partnership which is not the surviving or resulting entity

in the merger or consolidation, shall not require the domestic limited partnership

to wind up its affairs pursuant to section 50 of P.L.1983, c. 489 ( C.42:2A-51 ) or pay its liabilities and distribute its assets pursuant to section 53 of P.L.1983,

c. 489 ( C.42:2A-54 ).