§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 […]
§1432. Conversion 1. Conversion to or from limited partnership. An organization other than a limited partnership may convert to a limited partnership and a limited partnership may convert to another organization pursuant to this section and sections 1433 to 1435 and a plan of conversion if: A. The other organization’s governing statute authorizes the […]
§1433. Action on plan of conversion by converting limited partnership 1. Consent. Subject to section 1440, a plan of conversion must be consented to by all the partners of a converting limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Amend plan or abandon planned conversion. Subject to section 1440 and any […]
§1434. Filings required for conversion; effective date 1. Deliver to Secretary of State articles of conversion; certificate of limited partnership. After a plan of conversion is approved: A. A converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (1) A statement that the limited […]
§1435. Effect of conversion 1. Same entity. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Effect of conversion. When a conversion takes effect: A. All property owned by the converting […]
§1436. Merger 1. Merger requirements. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 1437 through 1439 and a plan of merger if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2005, c. 543, Pt. C, §2 (NEW).] […]
§1437. Action on plan of merger by constituent limited partnership 1. Consent. Subject to section 1440, a plan of merger must be consented to by all the partners of a constituent limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Amend plan or abandon planned merger. Subject to section 1440 and any […]
§1438. Filings required for merger; effective date 1. Articles of merger; signed. After each constituent organization has approved a merger, articles of merger must be signed on behalf of: A. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and [PL 2005, c. 543, Pt. C, […]
§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. […]
§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 […]
§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. […]
§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 […]
§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).
