31 §1434. Filings required for conversion; effective date
§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 […]
31 §1435. Effect of conversion
§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 […]
31 §1436. Merger
§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).] […]
31 §1437. Action on plan of merger by constituent limited partnership
§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 […]
31 §1438. Filings required for merger; effective date
§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, […]
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).