G.L. c. 109, § 16A provides that a domestic limited partnership may merge or consolidate with or into one or more domestic partnerships or other business entities.
A certificate of consolidation or merger must be filed with the Secretary of State by the resulting or surviving limited partnership or business entity. The consolidation or merger shall be effective upon the date of filing of the certificate of consolidation or merger with the Secretary of State unless otherwise provided in the certificate.
The certificate of consolidation or merger acts as a certificate of cancellation for a domestic limited partnership and as a certificate of withdrawal for a foreign limited partnership which are not the resulting or surviving entity in the consolidation or merger.
The certificate of consolidation or merger attested by the Secretary of State or otherwise showing his acceptance should be presented as would the certificate of formation of limited partnership when registering any documents involving a merged or consolidated limited partnership.
Notice to practitioners
Unless otherwise provided in the partnership agreement the consolidation or merger must be approved by each domestic limited partnership which is to consolidate or merge, by all general partners and 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 partners who own more than fifty 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.