§ 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 […]
§ 61-3-1013. 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.
§ 61-3-1003. Registration
To register to do business in this state, a foreign limited partnership must submit to the secretary of state: An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: The name of the foreign limited partnership and, if different, the name under which the foreign […]
§ 61-3-1004. Amendment of Foreign Registration
If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of […]
§ 61-3-1005. Activities Not Constituting Doing Business
Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: Maintaining, defending, or settling any proceeding, claim, or dispute; Holding meetings of the foreign limited partnership’s partners or representatives, or carrying on any other activities concerning the foreign limited partnership’s internal affairs; Maintaining bank accounts; Maintaining […]
§ 61-3-1006. Noncomplying Name of Foreign Limited Partnership
A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112. After registering to do business in this state with an alternate […]
§ 61-3-1007. Withdrawal Deemed on Conversion to Domestic Filing Entity or Domestic Limited Liability Partnership
A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
§ 61-3-1008. Transfer of Registration
When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing […]