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laws of this State, as well as for enforcement of an | | obligation of the surviving partnership or limited | | partnership arising from the merger; and |
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| | | (2)__Appoints the Secretary of State as its agent for | | service of process in any such proceeding and the | | surviving partnership or limited partnership shall | | specify the address to which a copy of the process must | | be mailed by the Secretary of State. |
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| | | 3.__Name in which property held.__Except as otherwise provided | | in subsection 4, for the purposes of section 1032, property of | | the surviving partnership or limited partnership that before the | | merger was held in the name of another party to the merger is | | property held in the name of the surviving entity upon filing a | | statement of merger. |
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| | | 4.__Transfer of real property.__For the purposes of section | | 1032, real property of the surviving partnership or limited | | partnership that before the merger was held in the name of | | another party to the merger is property held in the name of the | | surviving entity.__A certified copy of the statement of merger | | may be recorded in the registry of deeds of the county in which | | the real property is located as evidence of title, but the | | failure to record the statement does not affect the validity of | | the transfer of title. |
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| | | 5.__Incomplete statement.__A filed and, if appropriate, | | recorded statement of merger, executed and declared to be | | accurate pursuant to section 1005, subsection 3, stating the name | | of a partnership or limited partnership that is a party to the | | merger in whose name property was held before the merger and the | | name of the surviving entity, but not containing all of the other | | information required by subsection 2, operates with respect to | | the partnerships or limited partnerships named to the extent | | provided in subsections 3 and 4. |
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| | | (This is Section 907 of the Uniform Partnership Act (1997).) |
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| | | Section 907(a) provides that the surviving entity may file a | | statement of merger. The execution, filing, and recording of the | | statement are governed by Section 105. |
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| | | Subsection (b) requires the statement to contain the name of | | each party to the merger, the name and address of the surviving | | entity, and whether it is a general or limited partnership. |
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