8545 - Merger and consolidation of limited partnerships authorized.
SUBCHAPTER F MERGER AND CONSOLIDATION Sec. 8545. Merger and consolidation of limited partnerships authorized. 8546. Approval of merger or consolidation. 8547. Certificate of merger or consolidation. 8548. Effective date of merger or consolidation. 8549. Effect of merger or consolidation. Cross References. Subchapter F is referred to in sections 1921, 8577 of this title. § 8545. Merger and consolidation of limited partnerships authorized. (a) Domestic surviving or new limited partnership.--Any two or more domestic limited partnerships, or any two or more foreign limited partnerships, or any one or more domestic limited partnerships and any one or more foreign limited partnerships, may, in the manner provided in this subchapter, be merged into one of the domestic limited partnerships, designated in this subchapter as the surviving limited partnership, or consolidated into a new limited partnership to be formed under this chapter, if the foreign limited partnerships are authorized by the laws of the jurisdiction under which they are organized to effect a merger or consolidation with a limited partnership of another jurisdiction. (b) Foreign surviving or new limited partnership.--Any one or more domestic limited partnerships, and any one or more foreign limited partnerships, may, in the manner provided in this subchapter, be merged into one of the foreign limited partnerships, designated in this subchapter as the surviving limited partnership, or consolidated into a new limited partnership to be organized under the laws of the jurisdiction under which one of the foreign limited partnerships is organized, if the laws of that jurisdiction authorize a merger with or consolidation into a limited partnership of another jurisdiction. (c) Business trusts and other associations.--The provisions of this subchapter applicable to domestic and foreign limited partnerships shall also be applicable to a merger or consolidation to which a domestic limited partnership is a party or in which such a partnership is the resulting entity with or into a domestic or foreign corporation, business trust, general partnership or other association. Except as otherwise provided by law in this or any other state, the powers and duties vested in and imposed upon the general partners and limited partners in this subchapter shall be exercised and performed by the group of persons under the direction of whom the business and affairs of the corporation, business trust or other association are managed and the holders or owners of shares or other interests in the corporation, business trust or other association, respectively, irrespective of the names by which the managing group and the holders or owners of shares or other interests are designated. The units into which the shares or other interests in the corporation, business trust or other association are divided shall be deemed to be partnership interests for the purposes of applying the provisions of this subchapter to a merger or consolidation involving the corporation, business trust or other association. (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days) 1994 Amendment. Act 106 amended subsec. (c). Cross References. Section 8545 is referred to in section 9503 of this title.