N.Y. Partnership Law § 121-1106
One or more domestic limited partnerships formed under this article or which comply with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, one or more other business entities formed under the law of this state or the law of any other state, in each case with the surviving or resulting entity being a limited partnership or a domestic or foreign other business entity; provided that (i) any limited partnership so merging or consolidating complies with the provisions of this chapter so far as applicable to it and as applicable to any surviving or resulting limited partnership and (ii) any such other business entity so merging or consolidating complies with the applicable provisions of the statute governing such other business entity. With respect to adoption of an agreement of merger or consolidation pursuant to section 121-1102 of this article, the general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation (to be submitted to the partners of the limited partnership as provided in subdivision (a) of section 121-1102) setting forth the terms and conditions of the conversion of the interests of the general and limited partners of such constituent limited partnerships into interests in the surviving or resulting entity or the cash or other consideration to be paid or delivered in exchange for interests in such constituent limited partnerships, or a combination thereof. The rights of any dissenting limited partner of any constituent limited partnership shall be as provided in this chapter whether the surviving or resulting entity is a limited partnership or a domestic or foreign other business entity. The certificate of merger or consolidation required pursuant to section 121-1103 of this article shall include the information required by paragraphs one, two, three and six of subdivision (a) of such section (as applicable) as to the constituent other business entities. The provisions of section 121-1104 of this article shall govern the effect of the merger or consolidation with respect to the property of, debts, obligations, liabilities and penalties of, and actions, suits and proceedings by or against, the constituent limited partnership if the survivor or resultant entity therefrom is a limited partnership. A certificate of merger or consolidation shall be filed with the department of state pursuant to the law applicable to such surviving or resulting entity. If the surviving or resulting entity is an other business entity for which the laws of this state do not provide for the filing of a certificate of merger or consolidation, such certificate shall be filed pursuant to this section.
N.Y. Partnership Law § 121-1106