A. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) each other preexisting constituent organization, by an authorized representative.
B. The articles of merger shall include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective pursuant to the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(a) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(b) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of Subsection B of Section 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(8) any additional information required by the governing statute of any constituent organization.
C. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
D. A merger becomes effective pursuant to this article:
(1) if the surviving organization is a limited partnership, upon the later of:
(a) compliance with Subsection C of this section; or
(b) subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, as specified in the articles of merger; or
(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
History: Laws 2007, ch. 129, § 1108.
ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.