§ 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 […]
§ 61-3-1108. 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 […]
§ 61-3-1101. Definitions
As used in this part: “Articles of conversion” means articles under § 61-3-1114; “Articles of merger” means articles under § 61-3-1108; “Conversion” means a transaction authorized by §§ 61-3-1110 – 61-3-1115; “Converted entity” means the converting entity as the converting entity continues in existence after a conversion; “Converting entity” means the domestic entity that approves […]
§ 61-3-1102. Required Notice or Approval
A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion. Property held for a charitable purpose under the law of […]