§ 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 […]
§ 61-3-1201. 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.
§ 61-3-1101. 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 […]
§ 61-3-1103. Appraisal Rights
An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in: The partnership agreement; or The plan.
§ 61-3-1104. Merger Authorized
By complying with §§ 61-3-1105 – 61-3-1109: One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and Two (2) or more foreign entities may merge into a domestic limited partnership. By complying with §§ 61-3-1104 – 61-3-1109 applicable to […]
§ 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; […]