§ 61-3-1109. Effect of Merger
When a merger becomes effective: The surviving entity continues or comes into existence; Each merging entity that is not the surviving entity ceases to exist; All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; All debts, obligations, and other liabilities of each merging entity are debts, obligations, and […]
§ 61-3-1110. Conversion Authorized
By complying with §§ 61-3-1111 – 61-3-1115, a domestic limited partnership may become: A domestic entity that is a different type of entity; or A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation. By complying with the provisions of […]
§ 61-3-1111. Plan of Conversion
A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 – 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain: The name of the converting limited partnership; The name, jurisdiction of formation, and type of entity of the converted entity; […]
§ 61-3-1112. Approval of Conversion
A plan of conversion is not effective unless it has been approved: By a domestic converting 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; and […]
§ 61-3-1113. Amendment or Abandonment of Plan of Conversion
A plan of conversion of a domestic converting limited partnership may be amended: In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or By its partners in the manner provided in the plan, but a partner that was entitled to […]
§ 61-3-1114. Articles of Conversion — Effective Date of Conversion
Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing. Articles of conversion must contain: The name, jurisdiction of formation, and type of entity of the converting entity; The name, jurisdiction of formation, and type of entity of the converted entity; If the converting entity is […]
§ 61-3-1115. Effect of Conversion
When a conversion becomes effective: The converted entity is: Organized under and subject to the organic law of the converted entity; and The same entity without interruption as the converting entity; All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; All debts, obligations, and other […]
§ 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 […]