§ 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 […]
§ 61-3-1201. Uniformity of Application and Construction
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter.
§ 61-3-1202. Relation to Electronic Signatures in Global and National Commerce Act
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. § 7003(b).
§ 61-3-1203. Savings Clause
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2018.
§ 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 […]
§ 61-3-1013. Enjoining From Doing Business
The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.
§ 61-3-1014. Cancellation of Registration Following Administrative Revocation
When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The […]
§ 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 […]