Each limited partnership shall file an annual report with the Division on or before the anniversary date of the filing of its original certificate of partnership. The report shall be titled "Annual Report", specify the year, contain, in the order provided in 950 CMR I 08.11, all information required to be included in the certificate, and any other matters the general partners determine to include therein. The annual report may amend any information in the certificate, except that any change pertaining to resident agent or office must be made as provided in 950 CMR I 08.13. The report shall specifically identify each amendment and must be signed in the manner set forth in 950 CMR I 08.6( 4)(b ). The annual report shall be accompanied by a fee of $500.00.

I 08.15: Certificate of Amendment

1. (I) A certificate of limited partnership may be amended by filing a certificate of amendment with the Division. An amendment to the certificate must be made within 30 days after the following events to reflect:

   1. (a) the admission of a new general partner;
   2. (b) the withdrawal of a general partner; or
   3. (c) the continuation of the business as provided in M.G.L. c. 109, § 44 after the event of withdrawal of a general partner.
2. (2) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in the certificate limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate to correct such matter, except that any change pertaining to the resident agent or office of the resident agent shall be made as provided in 9 50 CMR 108 .13.
3. (3) A certificate oflimited partnership may be amended at any other time for any other purpose.

( 4) The certificate of amendment shall set forth in the order provided 950 CMR I 08.15( 4 )( a) through (e):

1. (a) the name of the limited partnership; ( c) the date of filing of the original certificate; and
2. (d) the name of each general partner and the business address if different from its office address.
3. (e) the amendment to the certificate.

1. (5) The certificate of amendment shall be accompanied by payment of a $100.00 fee.
2. (6) Limited partnerships formed prior to March I, 1989 shall include in their first certificate of amendment filed after that date, a statement of the last date certain upon which the limited partnership is to dissolve.
3. (1) A limited partnership may at any time integrate into a single instrument all of ilie provisions of its certificate oflimited partnership which are then in effect and operative and may at ilie same time amend its certificate of limited partnership. If ilie restated certificate merely restates and integrates ilie existing provisions of the certificate of organization it shall be designated as a "restated certificate of organization". If in addition, ilie restatement amends some or all of the information as provided in 950 CMR I 08. I 5, it shall be designated as an "amended and restated certificate of organization".

4. (2) The certificate of organization for a limited partnership may be restated by filing a restated certificate with ilie Division. The restated certificate shall be designated in ilie manner provided above and shall set forth:

   1. (a) the nan1e of the limited partnership, and if such name has been changed, ilie name under which it was originally filed;
   2. (b) the date of filing of the original certificate of limited partnership;
   3. (c) all information required to be set forth in the original certificate of limited partnership in ilie order provided in 950 CMR I 08.11, except that any change pertaining to ilie resident agent or office of ilie resident agent shall be made as provided in 950 CMR 108.13; and ( d) a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to iliat effect;
5. (3) The fee for filing ilie restated certificate shall be $ 100. 00.

( 4) Upon filing or upon ilie future effective date, the restated certificate shall supersede ilie initial certificate oflimited partnership as theretofore amended or supplemented, and shall be the certificate of limited partnership.

108.17: Certificate of Merger or Consolidation

1. (1) A limited partnership may merge or consolidate wiili or into one or more limited partnerships or other business entities formed or organized underilie laws ofilie Commonwealth or any oilier state of the United States, or any foreign country or oilier foreign jurisdiction, with such limited partnership or other business entity being ilie resulting or surviving limited partnership or oilier business entity.

2. (2) A limited partnership which is involved in a consolidation or merger shall file a certificate of consolidation or merger with the Division as provided herein. If the limited partnership is involved in a consolidation or merger wiili a domestic oilier business entity which is required to make a filing wiili the Division in order to effectuate ilie merger or consolidation, ilie surviving entity involved in ilie merger or consolidation may submit a combined filing which contains the information and is accompanied by ilie fee required by law for each domestic entity involved. The filing shall be designated and formatted in ilie manner established by law and regulation for ilie surviving entity. The certificate shall set forth:

   1. (a) the name, date and jurisdiction of formation or organization, and office location of each limited partnership or other business entity involved in ilie merger or consolidation;
   2. (b) the name of the resulting or surviving domestic limited partnership or oilier business entity; ( c) a statement that ilie merger or consolidation has been duly adopted in accordance with ilie law under which it is organized or formed;
   3. (d) if the consolidation or merger is to be effective at a later date, ilie effective date of the merger or consolidation;
   4. (e) a statement that the agreement of consolidation or merger will be kept on file at ilie office ofilie resulting or surviving limited partnership or oilier business entity, and the street address of that office;

   5. (t) a statement 1hat a copy of the agreement of consolidation or merger will be furnished by ilie resulting or surviving limited partnership or other business entity on request and without cost to any partner of the limited partnership or to any person holding an interest in any other business entity;

      1. (g) if the resulting or surviving limited partnership or other business entity is not an entity organized under the laws of the Commonwealth, a statement that such resulting or surviving entity agrees that, if such entity does not continually maintain an agent for service of process in the Commonwealth, to appoint irrevocably the Secretary of the Commonwealth to be its true and lav.ful attorney upon whom all lav.ful process in any action or proceeding in the Commonwealth may be served in the manner set forth in M.G.L. c. 156D, Part 15, § 15.10;

      2. (h) if the resulting or surviving entity is a limited partnership governed by 950 CMR 108.00, the certificate of merger/consolidation shall include:

         1. 1. the name of each general partner and business address, if different from the office location.
         2. 2. any amendment to the limited partnership certificate of the surviving limited partnership to be effected pursuant to the agreement of merger, or in the case of a resulting limited partnership, all other information required to be included in the certificate of limited partnership to 950 CMR 108.11.
3. (3) The fee for filing the consolidation or merger shall be $100.00, plus the fee assessed by law for each domestic other business entity.

( 4) In order to file a certificate of consolidation or merger, each limited partnership involved shall file all annual reports and pay all fees required by law to be filed and paid.

I 08.18: Execution of Certificate Ordered by Court

If a person required to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure may petition the superior court department of the trial court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary to record an appropriate certificate. The limited partnership certificate shall be considered amended or canceled, as the case may be, when a certified copy of such order is filed with the Division.