31 §1439. Effect of merger
§1439. Effect of merger 1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; [PL 2005, c. 543, Pt. […]
31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
§1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status 1. Consent for personal liability; exceptions. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are […]
31 §1441. Liability of general partner after conversion or merger
§1441. Liability of general partner after conversion or merger 1. Liability not discharged. A conversion or merger under this subchapter does not discharge any liability under sections 1354 and 1377 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: A. […]
31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
§1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger 1. Act of general partner before conversion or merger. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted […]
31 §1443. Subchapter not exclusive
§1443. Subchapter not exclusive This subchapter does not preclude an entity from being converted or merged under other law. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 §1451. Uniformity of application and construction
§1451. Uniformity of application and construction In applying and construing this Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 §1452. Relation to electronic signatures in global and national commerce act
§1452. Relation to electronic signatures in global and national commerce act This chapter modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but this chapter does not modify, limit or supersede Section 101(c) of that Act or authorize electronic delivery of any […]
31 §1425. Proceeds and expenses
§1425. Proceeds and expenses 1. Proceeds. Except as otherwise provided in subsection 2: A. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. If the derivative […]
31 §1453. Application to existing relationships
§1453. Application to existing relationships 1. Before July 1, 2008. Before July 1, 2008, this chapter governs only: A. A limited partnership formed on or after July 1, 2007; and [PL 2005, c. 543, Pt. C, §2 (NEW).] B. Except as otherwise provided in subsections 3 and 4, a limited partnership formed before […]
31 §1431. Definitions
§1431. Definitions As used in this subchapter, the following terms have the following meanings. [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Constituent limited partnership. “Constituent limited partnership” means a constituent organization that is a limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Constituent organization. “Constituent organization” means an […]