§ 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 […]
§ 61-3-1101. 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 […]