§ 61-3-1105. Plan of Merger
A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 – 61-3-1109 by approving a plan of merger. The plan must be in a record and contain: As to each merging entity, its name, jurisdiction of formation, and type of entity; If the surviving entity is to be […]
§ 61-3-1106. Approval of Merger
A plan of merger is not effective unless the plan has been approved: By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; […]
§ 61-3-1107. Amendment or Abandonment of Plan of Merger
A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic merging limited partnership may approve an amendment of a plan of merger: In the same manner as the plan was approved, if the plan does not provide for the […]
§ 61-3-1108. Articles of Merger — Effective Date of Merger
Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. Articles of merger must contain: The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; The name, jurisdiction of formation, and type of entity of the surviving […]
§ 61-3-1009. Revocation of Registration
The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if: The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due; The […]
§ 61-3-1010. Reinstatement of Foreign Limited Partnership
If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must: [Deleted by 2018 amendment.] State the name of the foreign limited partnership at the time of the revocation of the foreign limited […]
§ 61-3-1011. Judicial Review of Denial of Reinstatement of Foreign Limited Partnership
If the secretary of state denies a foreign limited partnership’s application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial. A foreign limited partnership may seek judicial review of a denial of reinstatement in […]
§ 61-3-1012. Cancellation of Registration
A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state: The current name of the foreign limited partnership, and if different, the name under which […]
§ 61-3-1003. Registration
To register to do business in this state, a foreign limited partnership must submit to the secretary of state: An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: The name of the foreign limited partnership and, if different, the name under which the foreign […]
§ 61-3-1004. Amendment of Foreign Registration
If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of […]