Subsection (d) provides a similar rule for real property, except that real property does not become property held in the name of the surviving entity until a certified copy of the statement of merger is recorded in the office for recording transfers of that real property under local law.

Subsection (e) is a savings provision in the event a statement of merger fails to contain all of the information required by subsection (b). The statement will have the operative effect provided in subsections (c) and (d) if it is executed and declared to be accurate pursuant to Section 105(e) and correctly states the name of the party to the merger in whose name the property was held before the merger, so that it would be found by someone searching the record. Compare Section 303(c) (statement of partnership authority).

§1098.__Nonexclusive

This subchapter is not exclusive.__Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

Comment

(This is Section 908 of the Uniform Partnership Act (1997).)

Section 908 provides that Article 9 is not exclusive. It is merely a "safe harbor." Partnerships may be converted or merged in any other manner provided by statute or common law. Existing statutes in a few States already authorize the conversion or merger of general partnerships and limited partnerships. See Comment 1 to Section 901. Those procedures may be followed in lieu of Article 9.

SUBCHAPTER 10

MISCELLANEOUS PROVISIONS

§1101.__Uniformity of application and construction

This chapter must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.