SECTIONS 15911.01-15911.19 - California Statutes

CORPORATIONS CODE

SECTION 15911.01-15911.19

15911.01. For purposes of this article, the following definitions
apply:
(a) "Converted entity" means the other business entity or foreign
other business entity or foreign limited partnership that results
from a conversion of a domestic limited partnership under this
chapter.
(b) "Converted limited partnership" means a domestic limited
partnership that results from a conversion of an other business
entity or a foreign other business entity or a foreign limited
partnership pursuant to Section 15911.08.
(c) "Converting limited partnership" means a domestic limited
partnership that converts to an other business entity or a foreign
other business entity or a foreign limited partnership pursuant to
this chapter.
(d) "Converting entity" means an other business entity or a
foreign other business entity or a foreign limited partnership that
converts to a domestic limited partnership pursuant to the terms of
Section 15911.08.
(e) "Constituent corporation" means a corporation that is merged
with or into one or more limited partnerships or other business
entities, and that includes a surviving corporation.
(f) "Constituent limited partnership" means a limited partnership
that is merged with or into one or more other limited partnerships or
other business entities, and that includes a surviving limited
partnership.
(g) "Constituent other business entity" means an other business
entity that is merged with or into one or more limited partnerships,
and that includes a surviving other business entity.
(h) "Disappearing limited partnership" means a constituent limited
partnership that is not the surviving limited partnership.
(i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(j) "Foreign other business entity" means an other business entity
formed under the laws of any state other than this state or under
the laws of a foreign country.
(k) "Other business entity" means a corporation, general
partnership, limited liability company, business trust, real estate
investment trust, or unincorporated association, other than a
nonprofit association, but excludes a limited partnership.
(l) "Surviving limited partnership" means a limited partnership
into which one or more other limited partnerships or other business
entities are merged.
(m) "Surviving other business entity" means another business
entity into which one or more limited partnerships are merged.

15911.02. (a) A limited partnership may be converted into another
business entity or a foreign other business entity or a foreign
limited partnership pursuant to this article if both of the following
apply:
(1) Pursuant to a conversion into a domestic or foreign
partnership or limited liability company or into a foreign limited
partnership, each of the partners of the converting limited
partnership receives a percentage interest in the profits and capital
of the converted entity equal to that partner's percentage interest
in profits and capital of the converting limited partnership as of
the effective time of the conversion.
(2) Pursuant to a conversion into an other business entity or
foreign other business entity not specified in paragraph (1), both of
the following occur:
(A) Each limited partnership interest of the same class is treated
equally with respect to any distribution of cash, property, rights,
interests, or securities of the converted entity, unless all limited
partners of the class consent.
(B) The nonredeemable limited partnership interests of the
converting limited partnership are converted only into nonredeemable
interests or securities of the converted entity, unless all holders
of the unredeemable interests consent.
(b) The conversion of a limited partnership to an other business
entity or a foreign other business entity or a foreign limited
partnership may be effected only if both of the following conditions
are satisfied:
(1) The law under which the converted entity will exist expressly
permits the formation of that entity pursuant to a conversion.
(2) The limited partnership complies with all other requirements
of any other law that applies to conversion to the converted entity.

15911.03. (a) A limited partnership that desires to convert to an
other business entity or a foreign other business entity or a foreign
limited partnership shall approve a plan of conversion. The plan of
conversion shall state all of the following:
(1) The terms and conditions of the conversion.
(2) The place of the organization of the converted entity and of
the converting limited partnership and the name of the converted
entity after conversion.
(3) The manner of converting the limited and general partnership
interests of each of the partners into shares of, securities of, or
interests in, the converted entity.
(4) The provisions of the governing documents for the converted
entity, including the partnership agreement, limited liability
company articles of organization and operating agreement, or articles
or certificate of incorporation if the converted entity is a
corporation, to which the holders of interests in the converted
entity are to be bound.
(5) Any other details or provisions that are required by the laws
under which the converted entity is organized, or that are desired by
the parties.
(b) The plan of conversion shall be approved by all general
partners of the converting limited partnership and by a majority in
interest of each class of limited partners of the converting limited
partnership, unless a greater or lesser approval is required by the
partnership agreement of the converting limited partnership. However,
if the limited partners of the limited partnership would become
personally liable for any obligations of the converted entity as a
result of the conversion, the plan of conversion shall be approved by
all of the limited partners of the converting limited partnership,
unless the plan of conversion provides that all limited partners will
have dissenters' rights as provided in Article 11.5 (commencing with
Section 15911.20).
(c) Upon the effectiveness of the conversion, all partners of the
converting limited partnership, except those that exercise dissenters'
rights as provided in Article 11.5 (commencing with Section
15911.20), shall be deemed parties to any governing documents for the
converted entity adopted as part of the plan of conversion,
irrespective of whether or not the partner has executed the plan of
conversion or the governing documents for the converted entity. Any
adoption of governing documents made pursuant thereto shall be
effective at the effective time or date of the conversion.
(d) Notwithstanding its prior approval, a plan of conversion may
be amended before the conversion takes effect if the amendment is
approved by all general partners of the converting limited
partnership and, if the amendment changes any of the principal terms
of the plan of conversion, the amendment is approved by the limited
partners of the converting limited partnership in the same manner and
to the same extent as required for the approval of the original plan
of conversion.
(e) The general partners of a converting limited partnership may,
by unanimous approval at any time before the conversion is effective,
in their discretion, abandon a conversion, without further approval
by the limited partners, subject to the contractual rights of third
parties other than limited partners.
(f) The converted entity shall keep the plan of conversion at the
principal place of business of the converted entity if the converted
entity is a domestic partnership or foreign other business entity, at
the principal executive office of, or registrar or transfer agent
of, the converted entity, if the converted entity is a domestic
corporation, or at the office at which records are to be kept under
Section 17057 if the converted entity is a domestic limited liability
company. Upon the request of a partner of a converting limited
partnership, the authorized person on behalf of the converted entity
shall promptly deliver to the partner or the holder of shares,
interests, or other securities, at the expense of the converted
entity, a copy of the plan of conversion. A waiver by a partner of
the rights provided in this subdivision shall be unenforceable.

15911.04. (a) A conversion into an other business entity or a
foreign other business entity or a foreign limited partnership shall
become effective upon the earliest date that all of the following
occur:
(1) The plan of conversion is approved by the partners of the
converting limited partnership, as provided in Section 15911.03.
(2) All documents required by law to create the converted entity
are filed, which documents shall also contain a statement of
conversion if required under Section 15911.06.
(3) The effective date, if set forth in the plan of conversion,
occurs.
(b) A copy of the statement of partnership authority or articles
of organization complying with Section 15911.06, if applicable, duly
certified by the Secretary of State, is conclusive evidence of the
conversion of the limited partnership.

15911.05. (a) The conversion of a limited partnership into a
foreign limited partnership or foreign other business entity shall be
required to comply with Section 15911.02.
(b) If the limited partnership is converting into a foreign
limited partnership or foreign other business entity, those
conversion proceedings shall be in accordance with the laws of the
state or place of organization of the foreign limited partnership or
foreign other business entity and the conversion shall become
effective in accordance with that law.
(c) (1) To enforce an obligation of a limited partnership that has
converted to a foreign limited partnership or foreign other business
entity, the Secretary of State shall only be the agent for service
of process in an action or proceeding against that converted foreign
entity if the agent designated for the service of process for that
entity is a natural person and cannot be found with due diligence or
if the agent is a corporation and no person to whom delivery may be
made may be located with due diligence, or if no agent has been
designated and if no one of the officers, partners, managers,
members, or agents of that entity may be located after diligent
search and it is so shown by affidavit to the satisfaction of the
court. The court then may make an order that service be made by
personal delivery to the Secretary of State or to an assistant or
deputy Secretary of State of two copies of the process together with
two copies of the order, and the order shall set forth an address to
which the process shall be sent by the Secretary of State. Service in
this manner is deemed complete on the 10th day after delivery of the
process to the Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
Section 12206 of the Government Code, the Secretary of State shall
provide notice to that entity of the service of the process by
forwarding by certified mail, return receipt requested, a copy of the
process and order to the address specified in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
providing of notice thereof to that entity, and the forwarding of the
process shall be competent and prima facie evidence of the matters
stated therein.

15911.06. (a) Upon conversion of a limited partnership, one of the
following applies:
(1) If the limited partnership is converting into a domestic
limited liability company, a statement of conversion shall be
completed on the articles of organization for the converted entity
and shall be filed with the Secretary of State.
(2) If the limited partnership is converting into a domestic
partnership, a statement of conversion shall be completed on the
statement of partnership authority for the converted entity. If no
statement of partnership authority is filed, a certificate of
conversion shall be filed separately with the Secretary of State.
(3) If the limited partnership is converting into a domestic
corporation, a statement of conversion shall be completed on the
articles of incorporation for the converted entity and shall be filed
with the Secretary of State.
(4) If the limited partnership is converting to a foreign limited
partnership or foreign other business entity, a certificate of
conversion shall be filed with the Secretary of State.
(b) Any certificate or statement of conversion shall be executed
and acknowledged by all general partners, unless a lesser number is
provided in the certificate of limited partnership, and shall set
forth all of the following:
(1) The name and the Secretary of State's file number of the
converting limited partnership.
(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, that equaled or exceeded
the vote required under Section 15911.03, specifying each class
entitled to vote and the percentage vote required of each class.
(3) The form of organization of the converted entity.
(4) The mailing address of the converted entity's agent for
service of process and the chief executive office of the converted
entity.
(c) The filing with the Secretary of State of a certificate of
conversion or a statement of partnership authority, articles of
organization, or articles of incorporation containing a statement of
conversion as set forth in subdivision (a) shall have the effect of
the filing of a certificate of cancellation by the converting limited
partnership, and no converting limited partnership that has made the
filing is required to file a certificate of cancellation under
Section 15902.03 as a result of that conversion.

15911.07. (a) Whenever a limited partnership or other business
entity having any real property in this state converts into a limited
partnership or an other business entity pursuant to the laws of this
state or of the state or place in which the limited partnership or
other business entity was organized, and the laws of the state or
place of organization, including this state, of the converting
limited partnership or other converting entity provide substantially
that the conversion vests in the converted limited partnership or
other converted entity all the real property of the converting
limited partnership or other converting entity, the filing for record
in the office of the county recorder of any county in this state in
which any of the real property of the converting limited partnership
or other converting entity is located of either of the following
shall evidence record ownership in the converted limited partnership
or other converted entity of all interest of the converting limited
partnership or other converting entity in and to the real property
located in that county:
(1) A certificate of conversion or statement of partnership
authority, a certificate of limited partnership, articles of
incorporation, or articles of organization complying with Section
15911.06, in the form prescribed and certified by the Secretary of
State.
(2) A copy of a certificate of conversion or a statement of
partnership authority, certificate of limited partnership, articles
of organization, articles of incorporation, or other certificate or
document evidencing the creation of a foreign other business entity
or foreign limited partnership by conversion, containing a statement
of conversion, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the conversion is effected.
(b) A filed and, if appropriate, recorded certificate of
conversion or a statement of partnership authority, certificate of
limited partnership, articles of organization, articles or
certificate of incorporation, or other certificate evidencing the
creation of a foreign other business entity or foreign limited
partnership by conversion, containing a statement of conversion,
filed pursuant to subdivision (a) of Section 15911.06, stating the
name of the converting limited partnership or other converting entity
in whose name property was held before the conversion and the name
of the converted entity or converted limited partnership, but not
containing all of the other information required by Section 15911.06,
operates with respect to the entities named to the extent provided
in subdivision (a).
(c) Recording of a certificate of conversion, or a statement of
partnership authority, certificate of limited partnership, articles
of organization, articles of incorporation, or other certificate
evidencing the creation of another business entity or a limited
partnership by conversion, containing a statement of conversion, in
accordance with subdivision (a), shall create, in favor of bona fide
purchasers or encumbrances for value, a conclusive presumption that
the conversion was validly completed.

15911.08. (a) An other business entity or a foreign other business
entity or a foreign limited partnership may be converted to a
domestic limited partnership pursuant to this article only if the
converting entity is authorized by the laws under which it is
organized to effect the conversion.
(b) An other business entity or a foreign other business entity or
a foreign limited partnership that desires to convert into a
domestic limited partnership shall approve a plan of conversion or
another instrument as is required to be approved to effect the
conversion pursuant to the laws under which that entity is organized.
(c) The conversion of an other business entity or a foreign other
business entity or a foreign limited partnership into a domestic
limited partnership shall be approved by the number or percentage of
the partners, members, shareholders, or holders of interest of the
converting entity as is required by the laws under which that entity
is organized, or a greater or lesser percentage, subject to
applicable laws, as set forth in the converting entity's partnership
agreement, articles of organization, operating agreement, articles or
certificate of incorporation, or other governing document.
(d) The conversion by an other business entity or a foreign other
business entity or a foreign limited partnership into a domestic
limited partnership shall be effective under this article at the time
the conversion is effective under the laws under which the
converting entity is organized, as long as a certificate of limited
partnership containing a statement of conversion has been filed with
the Secretary of State. If the converting entity's governing law is
silent as to the effectiveness of the conversion, the conversion
shall be effective upon the completion of all acts required under
this title to form a limited partnership.
(e) The filing with the Secretary of State of a certificate of
conversion or a certificate of limited partnership containing a
statement of conversion pursuant to subdivision (a) shall have the
effect of the filing of a certificate of cancellation by the
converting foreign limited partnership or foreign limited liability
company and no converting foreign limited partnership or foreign
limited liability company that has made the filing is required to
file a certificate of cancellation under Section 15902.03 or 17455 as
a result of that conversion. If a converting other business entity
is a foreign corporation qualified to transact business in this
state, the foreign corporation shall, by virtue of the filing,
automatically surrender its right to transact intrastate business.

15911.09. (a) An entity that converts into another entity pursuant
to this article is, for all purposes, other than for the purposes of
Part 10 (commencing with Section 17001) of, Part 10.20 (commencing
with Section 18401) of, and Part 11 (commencing with Section 23001)
of, Division 2 of the Revenue and Taxation Code, the same entity that
existed before the conversion and the conversion shall not be deemed
a transfer of property.
(b) Upon a conversion taking effect, all of the following apply:
(1) All the rights and property, whether real, personal, or mixed,
of the converting entity or converting limited partnership are
vested in the converted entity or converted limited partnership.
(2) All debts, liabilities, and obligations of the converting
entity or converting limited partnership continue as debts,
liabilities, and obligations of the converted entity or converted
limited partnership.
(3) All rights of creditors and liens upon the property of the
converting entity or converting limited partnership shall be
preserved unimpaired and remain enforceable against the converted
entity or converted limited partnership to the same extent as against
the converting entity or converting limited partnership as if the
conversion had not occurred.
(4) Any action or proceeding pending by or against the converting
entity or converting limited partnership may be continued against the
converted entity or converted limited partnership as if the
conversion had not occurred.
(c) A partner of a converting limited partnership is liable for
the following:
(1) All obligations of the converting limited partnership for
which the partner was personally liable before the conversion.
(2) All obligations of the converted entity incurred after the
conversion takes effect, but those obligations may be satisfied only
out of property of the entity if that partner is a limited partner or
a shareholder in a corporation, or unless expressly provided
otherwise in the articles of organization or other governing
documents, a member of a limited liability company, or a holder of
equity securities in another converted entity if the holders of
equity securities in that entity are not personally liable for the
obligations of that entity under the law under which the entity is
organized or its governing documents.
(d) A partner of a converted limited partnership remains liable
for any and all obligations of the converting entity for which the
partner was personally liable before the conversion, but only to the
extent that the partner was liable for the obligations of the
converting entity prior to the conversion.
(e) If the other party to a transaction with the limited
partnership reasonably believes when entering the transaction that
the limited partner is a general partner, the limited partner is
liable for an obligation incurred by the limited partnership within
90 days after the conversion takes effect. The limited partner's
liability for all other obligations of the limited partnership
incurred after the conversion takes effect is that of a limited
partner.

15911.10. Mergers of limited partnerships shall be governed by
Sections 15911.11 to 15911.19, inclusive.

15911.11. The following entities may be merged pursuant to this
article:
(a) Two or more limited partnerships into one limited partnership.
(b) One or more limited partnerships and one or more other
business entities into one of those other business entities.
(c) One or more limited partnerships and one or more other
business entities into one limited partnership. Notwithstanding this
section, the merger of any number of limited partnerships with any
number of other business entities may be effected only if the other
business entities that are organized in California are authorized by
the laws under which they are organized to effect the merger, and (1)
if a limited partnership is the surviving limited partnership, the
foreign other business entities are not prohibited by the laws under
which they are organized from effecting that merger, and (2) if a
foreign limited partnership or foreign other business entity is the
survivor of the merger, the laws of the jurisdiction under which the
survivor is organized authorize that merger. Notwithstanding the
first sentence of this paragraph, if one or more domestic
corporations is also a party to the merger described in that
sentence, the merger may be effected only if, with respect to any
foreign other business entity that is a corporation, the foreign
corporation is authorized by the laws under which it is organized to
effect that merger.

15911.12. (a) Each limited partnership and other business entity
that desires to merge shall approve an agreement of merger. The
agreement of merger shall be approved by all general partners of each
constituent limited partnership and the principal terms of the
merger shall be approved by a majority in interest of each class of
limited partners of each constituent limited partnership, unless a
greater approval is required by the partnership agreement of the
constituent limited partnership. Notwithstanding the previous
sentence, if the limited partners of any constituent limited
partnership become personally liable for any obligations of a
constituent limited partnership or constituent other business entity
as a result of the merger, the principal terms of the agreement of
merger shall be approved by all of the limited partners of the
constituent limited partnership, unless the agreement of merger
provides that all limited partners will have the dissenters' rights
provided in Article 11.5 (commencing with Section 15911.20). The
agreement of merger shall be approved on behalf of each constituent
other business entity by those persons required to approve the merger
by the laws under which it is organized. Other persons, including a
parent of a constituent limited partnership, may be parties to the
agreement of merger. The agreement of merger shall state:
(1) The terms and conditions of the merger.
(2) The name and place of organization of the surviving limited
partnership or surviving other business entity, and of each
disappearing limited partnership and disappearing other business
entity, and the agreement of merger may change the name of the
surviving limited partnership, which new name may be the same as or
similar to the name of a disappearing domestic or foreign limited
partnership, subject to Section 15901.08.
(3) The manner of converting the partnership interests of each of
the constituent limited partnerships into interests, shares, or other
securities of the surviving limited partnership or surviving other
business entity, and if partnership interests of any of the
constituent limited partnerships are not to be converted solely into
interests, shares, or other securities of the surviving limited
partnership or surviving other business entity, the cash, property,
rights, interests, or securities that the holders of the partnership
interests are to receive in exchange for the partnership interests,
which cash, property, rights, interests, or securities may be in
addition to or in lieu of interests, shares, or other securities of
the surviving limited partnership or surviving other business entity,
or that the partnership interests are canceled without
consideration.
(4) Any other details or provisions that are required by the laws
under which any constituent other business entity is organized,
including, if a domestic corporation is a party to the merger,
subdivision (b) of Section 1113.
(5) Any other details or provisions that are desired, including,
without limitation, a provision for the treatment of fractional
partnership interests.
(b) Each limited partnership interest of the same class of any
constituent limited partnership, other than a limited partnership
interest in another constituent limited partnership that is being
canceled and that is held by a constituent limited partnership or its
parent or a limited partnership of which the constituent limited
partnership is a parent, shall, unless all limited partners of the
class consent, be treated equally with respect to any distribution of
cash, property, rights, interests, or securities. Notwithstanding
this subdivision, except in a merger of a limited partnership with a
limited partnership in which it controls at least 90 percent of the
limited partnership interests entitled to vote with respect to the
merger, the unredeemable limited partnership interests of a
constituent limited partnership may be converted only into
unredeemable interests or securities of the surviving limited
partnership or other business entity or a parent if a constituent
limited partnership or a constituent other business entity or its
parent owns, directly or indirectly, prior to the merger, limited
partnership interests of another constituent limited partnership or
interests or securities of a constituent other business entity
representing more than 50 percent of the interests or securities
entitled to vote with respect to the merger of the other constituent
limited partnership or constituent other business entity or more than
50 percent of the voting power, as defined in Section 194.5, of a
constituent other business entity that is a domestic corporation,
unless all of the limited partners of the class consent. This
subdivision shall apply only to constituent limited partnerships with
more than 35 limited partners.
(c) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the certificate of merger or the
agreement of merger, as provided in Section 15911.14, if the
amendment is approved by the general partners of each constituent
limited partnership in the same manner as required for approval of
the original agreement of merger and, if the amendment changes any of
the principal terms of the agreement of merger, the amendment is
approved by the limited partners of each constituent limited
partnership in the same manner and to the same extent as required for
the approval of the original agreement of merger, and by each of the
constituent other business entities.
(d) The general partners of a constituent limited partnership may,
in their discretion, abandon a merger, subject to the contractual
rights, if any, of third parties, including other constituent limited
partnerships and constituent other business entities, without
further approval by the limited partnership interests, at any time
before the merger is effective.
(e) An agreement of merger approved in accordance with subdivision
(a) may (1) effect any amendment to the partnership agreement of any
constituent limited partnership or (2) effect the adoption of a new
partnership agreement for a constituent limited partnership if it is
the surviving limited partnership in the merger. Any amendment to a
partnership agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the
effective time or date of the merger. Notwithstanding the above
provisions of this subdivision, if a greater number of limited
partners is required to approve an amendment to the partnership
agreement of a constituent limited partnership than is required to
approve the agreement of merger pursuant to subdivision (a), and the
number of limited partners that approve the agreement of merger is
less than the number of limited partners required to approve an
amendment to the partnership agreement of the constituent limited
partnership, any amendment to the partnership agreement or adoption
of a new partnership agreement of that constituent limited
partnership made pursuant to the first sentence of this subdivision
shall be effective only if the agreement of merger provides that all
of the limited partners shall have the dissenters' rights provided in
Article 11.5 (commencing with Section 15911.20).
(f) The surviving limited partnership or surviving other business
entity shall keep the agreement of merger at its designated office or
at the business address specified in paragraph (5) of subdivision
(a) of Section 15911.14, as applicable, and, upon the request of a
limited partner of a constituent limited partnership or a holder of
shares, interests, or other securities of a constituent other
business entity, the general partners of the surviving limited
partnership or the authorized person of the surviving other business
entity shall promptly deliver to the limited partner or the holder of
shares, interests, or other securities, at the expense of the
surviving limited partnership or surviving other business entity, a
copy of the agreement of merger. A waiver by a partner or holder of
shares, interests, or other securities of the rights provided in this
subdivision shall be unenforceable.

15911.13. Subdivision (b) of Section 15911.12 shall not apply to
any transaction if the commissioner has approved the terms and
conditions of the transaction and the fairness of such terms and
conditions pursuant to Section 25142.

15911.14. (a) If the surviving entity is a limited partnership or
an other business entity, other than a corporation in a merger in
which a domestic corporation is a constituent party, after approval
of a merger by the constituent limited partnerships and any
constituent other business entities, the constituent limited
partnerships and constituent other business entities shall file a
certificate of merger in the office of, and on a form prescribed by,
the Secretary of State. The certificate of merger shall be executed
and acknowledged by each domestic constituent limited partnership by
all general partners, unless a lesser number is provided in the
certificate of limited partnership of the domestic constituent
limited partnership, and by each foreign constituent limited
partnership by one or more general partners, and by each constituent
other business entity by those persons required to execute the
certificate of merger by the laws under which the constituent other
business entity is organized. The certificate of merger shall set
forth all of the following:
(1) The names and the Secretary of State's file numbers, if any,
of each of the constituent limited partnerships and constituent other
business entities, separately identifying the disappearing limited
partnerships and disappearing other business entities and the
surviving limited partnership or surviving other business entity.
(2) If a vote of the limited partners was required under Section
15911.12, a statement setting forth the total number of outstanding
interests of each class entitled to vote on the merger and that the
principal terms of the agreement of merger were approved by a vote of
the number of interests of each class which equaled or exceeded the
vote required, specifying each class entitled to vote and the
percentage vote required of each class.
(3) If the surviving entity is a limited partnership and not an
other business entity, any change required to the information set
forth in the certificate of limited partnership of the surviving
limited partnership resulting from the merger, including any change
in the name of the surviving limited partnership resulting from the
merger. The filing of a certificate of merger setting forth any such
changes to the certificate of limited partnership of the surviving
limited partnership shall have the effect of the filing of a
certificate of amendment by the surviving limited partnership, and
the surviving limited partnership need not file a certificate of
amendment under Section 15902.02 to reflect those changes.
(4) The future effective date or time, which shall be a date or
time certain not more than 90 days subsequent to the date of filing,
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of
State.
(5) If the surviving entity is an other business entity or a
foreign limited partnership, the full name of the entity, type of
entity, legal jurisdiction in which the entity was organized and by
whose laws its internal affairs are governed, and the address of the
principal place of business of the entity.
(6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized, including, if a domestic corporation is a party
to the merger, paragraph (2) of subdivision (g) of Section 1113. If
the surviving entity is a foreign limited partnership in a merger in
which a domestic corporation is a disappearing other business entity,
a copy of the agreement of merger and attachments as required under
paragraph (1) of subdivision (g) of Section 1113 shall be filed at
the same time as the filing of the certificate of merger.
(b) If the surviving entity is a domestic corporation or a foreign
corporation in a merger in which a domestic corporation is a
constituent party, after approval of the merger by the constituent
limited partnerships and constituent other business entities, the
surviving corporation shall file in the office of the Secretary of
State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113. The
certificate of merger shall be executed and acknowledged by each
domestic constituent limited partnership by all general partners,
unless a lesser number is provided in the certificate of limited
partnership of the domestic constituent limited partnership.
(c) A certificate of merger or the agreement of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a certificate of cancellation for each disappearing
limited partnership, and no disappearing limited partnership need
file a certificate of cancellation under Section 15902.03 as a result
of the merger.
(d) If the organization disappearing into the other business
entity is a foreign corporation qualified to transact intrastate
business in this state, a certificate of satisfaction of the
Franchise Tax Board as required by Section 23334 of the Revenue and
Taxation Code shall be filed with the certificate of merger or
agreement of merger, as is applicable under subdivision (a) or (b).
By the filing of the certificate of merger or agreement of merger, as
is applicable, the foreign corporation shall automatically surrender
its right to transact intrastate business.

15911.15. (a) Unless a future effective date or time is provided in
a certificate of merger or the agreement of merger, if an agreement
of merger is required to be filed under Section 15911.14, in which
event the merger shall be effective at that future effective date or
time, a merger shall be effective upon the filing of the certificate
of merger or the agreement of merger, as is applicable, in the office
of the Secretary of State.
(b) (1) For all purposes, a copy of the certificate of merger duly
certified by the Secretary of State is conclusive evidence of the
merger of (A) the constituent limited partnerships, either by
themselves or together with constituent other business entities, into
the surviving other business entity, or (B) the constituent limited
partnerships or the constituent other business entities, or both,
into the surviving limited partnership.
(2) In a merger in which the surviving entity is a corporation in
a merger in which a domestic corporation and a domestic limited
partnership are parties to the merger, a copy of an agreement of
merger certified on or after the effective date by an official having
custody thereof has the same force in evidence as the original and,
except as against the state, is conclusive evidence of the
performance of all conditions precedent to the merger, the existence
on the effective date of the surviving corporation, and the
performance of the conditions necessary to the adoption of any
amendment to the articles of incorporation of the surviving
corporation, if applicable, contained in the agreement of merger.

15911.16. (a) Upon a merger of limited partnerships or limited
partnerships and other business entities pursuant to this chapter,
the separate existence of the disappearing limited partnerships and
disappearing other business entities ceases and the surviving limited
partnership or surviving other business entity shall succeed,
without other transfer, act or deed, to all the rights and property,
whether real, personal, or mixed, of each of the disappearing limited
partnerships and disappearing other business entities, and shall be
subject to all the debts and liabilities of each in the same manner
as if the surviving limited partnership or surviving other business
entity had itself incurred them.
(b) All rights of creditors and all liens upon the property of
each of the constituent limited partnerships and constituent other
business entities shall be preserved unimpaired and may be enforced
against the surviving limited partnership or the surviving other
business entity to the same extent as if the debt, liability, or duty
which gave rise to that lien had been incurred or contracted by the
surviving limited partnership or the surviving other business entity,
provided that such liens upon the property of a disappearing limited
partnership or disappearing other business entity shall be limited
to the property affected thereby immediately prior to the time the
merger is effective.
(c) Any action or proceeding pending by or against any
disappearing limited partnership or disappearing other business
entity may be prosecuted to judgment, which shall bind the surviving
limited partnership or surviving other business entity, or the
surviving limited partnership or surviving other business entity may
be proceeded against or be substituted in the place of the
disappearing limited partnership or disappearing other business
entity.
(d) Nothing in this article is intended to affect the liability a
general partner of a disappearing limited partnership may have in
connection with the debts and liabilities of the disappearing limited
partnership existing prior to the time the merger is effective.

15911.17. (a) The merger of any number of domestic limited
partnerships with any number of foreign limited partnerships or
foreign other business entities shall be required to comply with
Section 15911.10.
(b) If the surviving entity is a domestic limited partnership or a
domestic other business entity, the merger proceedings with respect
to that limited partnership or other business entity and any domestic
disappearing limited partnership shall conform to the provisions of
this chapter governing the merger of domestic limited partnerships,
but if the surviving entity is a foreign limited partnership or a
foreign other business entity, then, subject to the requirements of
subdivision (d) and Article 11.5 (commencing with Section 15911.20)
and, with respect to any domestic constituent corporation, Section
1113 and Chapters 12 (commencing with Section 1200) and 13
(commencing with Section 1300) of Division 1 of Title 1, the merger
proceedings may be in accordance with the laws of the state or place
of organization of the surviving limited partnership or surviving
other business entity.
(c) If the surviving entity is a domestic limited partnership or
domestic other business entity, other than a domestic corporation,
the certificate of merger shall be filed as provided in subdivision
(a) of Section 15911.14, and thereupon, subject to subdivision (a) of
Section 15911.15, the merger shall be effective as to each domestic
constituent limited partnership and domestic constituent other
business entity. If the surviving entity is a domestic corporation,
the agreement of merger with attachments shall be filed as provided
in subdivision (b) of Section 15911.14, and thereupon, subject to
subdivision (a) of Section 15911.15, the merger shall be effective as
to each domestic constituent limited partnership and domestic
constituent other business entity unless another effective date is
provided in Chapter 11 (commencing with Section 1100) of Division 1
of Title 1, with respect to any constituent corporation or
constituent limited partnership.
(d) If the surviving entity is a foreign limited partnership or
foreign other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
limited partnership or surviving other business entity is organized,
but shall be effective as to any domestic disappearing limited
partnership as of the time of effectiveness in the foreign
jurisdiction upon the filing in this state of a certificate of merger
or agreement of merger as provided in Section 15911.14.
(e) If a merger described in subdivision (c) or (d) also includes
a foreign disappearing limited partnership previously registered for
the transaction of intrastate business in this state pursuant to
Section 15909.02, the filing of the certificate of merger or
agreement of merger, as is applicable under Section 15911.14,
automatically has the effect of a cancellation of registration for
that foreign limited partnership pursuant to Section 15909.06 without
the necessity of the filing of a certificate of cancellation.
(f) The provisions of subdivision (b) of Section 15911.12 and
Article 11.5 (commencing with Section 15911.20) apply to the rights
of the limited partners of any of the constituent limited
partnerships that are domestic limited partnerships and of any
domestic limited partnership that is a parent of any foreign
constituent limited partnership.

15911.18. Whenever a domestic or foreign limited partnership or
other business entity having any real property in this state merges
with another limited partnership or other business entity pursuant to
the laws of this state or of the state or place in which any
constituent limited partnership or constituent other business entity
was organized, and the laws of the state or place of organization,
including this state, of any disappearing limited partnership or
disappearing other business entity provide substantially that the
making and filing of the agreement of merger or certificate of merger
vests in the surviving limited partnership or surviving other
business entity all the real property of any disappearing limited
partnership and disappearing other business entity, the filing for
record in the office of the county recorder of any county in this
state in which any of the real property of the disappearing limited
partnership or disappearing other business entity is located of
either of the following shall evidence record ownership in the
surviving limited partnership or surviving other business entity of
all interest of such disappearing limited partnership or disappearing
other business entity in and to the real property located in that
county:
(a) A certificate of merger certified by the Secretary of State,
or other certificate prescribed by the Secretary of State.
(b) A copy of the agreement of merger or certificate of merger,
certified by the Secretary of State or an authorized public official
of the state or place pursuant to the laws of which the merger is
effected.

15911.19. Recording of the certificate of merger in accordance with
Section 15911.18 shall create, in favor of bona fide purchasers or
encumbrancers for value, a conclusive presumption that the merger was
validly completed.