Section 10A-8A-9.01 Definitions. As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article. (2) CONSTITUENT PARTNERSHIP means a constituent organization that is a partnership. (3) CONVERTED ORGANIZATION means the organization into which a converting organization converts […]
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1) the governing statute of the organization that is not a partnership authorizes the […]
Section 10A-8A-9.03 Action on plan of conversion by converting partnership. (a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under […]
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of […]
Section 10A-8A-9.05 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any […]
Section 10A-8A-9.06 Merger. (a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that […]
Section 10A-8A-9.07 Action on plan of merger by constituent partnership. (a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under […]
Section 10A-8A-9.08 Filings required for merger; effective date. (a) After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: (1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and (2) each other constituent organization, as provided by its governing statute. (b) A statement of merger […]
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) except as provided in the […]
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP status. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner’s consent to the […]
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining […]
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: […]
Section 10A-8A-9.13 Article not exclusive. This article is not exclusive. This article does not preclude an entity from being converted or merged under law other than this chapter. (Act 2018-125, §7.)
