Section 323A.0906 — Effect Of Merger.
323A.0906 EFFECT OF MERGER. (a) When a merger takes effect: (1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; (3) all obligations of […]
Section 323A.0907 — Statement Of Merger.
323A.0907 STATEMENT OF MERGER. (a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partnership or limited partnership that is […]
Section 323A.0910 — Domestication.
323A.0910 DOMESTICATION. Subdivision 1. Foreign partnership. A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: (1) the foreign partnership’s governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the […]
Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.
323A.0911 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP. Subdivision 1. Consent required. A plan of domestication must be consented to: (1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and (2) as provided in the domesticating partnership’s governing statute, if the company is a foreign limited […]
Section 323A.0912 — Filings Required For Domestication; Effective Date.
323A.0912 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. Subdivision 1. Articles of domestication. After a plan of domestication is approved, a domesticating partnership shall file with the secretary of state articles of domestication, which articles of domestication must include: (1) a statement, as the case may be, that the partnership has been domesticated from or into […]
Section 323A.0913 — Effect Of Domestication.
323A.0913 EFFECT OF DOMESTICATION. Subdivision 1. Effect on domesticating partnership. When a domestication takes effect: (1) the domesticated partnership is for all purposes the partnership that existed before the domestication; (2) all property owned by the domesticating partnership remains vested in the domesticated partnership; (3) all debts, obligations, or other liabilities of the domesticating partnership […]
Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. Subdivision 1. Personal liability of member. If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the […]
Section 323A.0901 — Definitions.
323A.0901 DEFINITIONS. In sections 323A.0901 to 323A.0914: (1) “General partner” means a partner in a partnership and a general partner in a limited partnership. (2) “Limited partner” means a limited partner in a limited partnership. (3) “Limited partnership” means a limited partnership created under chapter 321, predecessor law, or comparable law of another jurisdiction. (4) […]
Section 323A.0902 — Conversions.
323A.0902 CONVERSIONS. Subdivision 1. Conversion requirements. Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a partnership, and a partnership may convert to an organization […]
Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.
323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, […]