121-1201 – Existing Limited Partnership.
§ 121-1201. Existing limited partnership. (a) All limited partnerships formed on or after the effective date of this article shall be governed by this article. (b) Except as provided in section 121-1202 of this article, all domestic limited partnerships formed under the laws of this state prior to the effective date of this article shall […]
121-1202 – Adoption by Previously Formed Limited Partnerships.
§ 121-1202. Adoption by previously formed limited partnerships. (a) A limited partnership formed under the laws of this state prior to the effective date of this article may adopt and thereafter be governed by this article by filing with the department of state a certificate of limited partnership conforming to the requirements of section 121-201 […]
121-1300 – Fees.
§ 121-1300 Fees. Except as otherwise provided, the department of state shall collect the following fees and deposit such fees in the corporations, state records and uniform commercial code account pursuant to this article: (a) For the reservation of a limited partnership name pursuant to section 121-103 of this article, twenty dollars. (d) For the […]
121-1004 – Indemnification of General Partner.
§ 121-1004. Indemnification of general partner. (a) No provision made to indemnify general partners for the defense of a derivative action, brought pursuant to section 121-1002 of this article, whether contained in the partnership agreement or otherwise, nor any award of indemnification by a court, shall be valid unless consistent with this section. Nothing contained […]
121-1101 – Merger and Consolidation of Limited Partnerships.
§ 121-1101. Merger and consolidation of limited partnerships. One or more limited partnerships formed under this article or which complies with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, a limited partnership formed under this article or which complies with subdivision (a) of such section or under the law […]
121-1102 – Procedure for Merger or Consolidation.
§ 121-1102. Procedure for merger or consolidation. (a) The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and conditions of the conversion of the interests of general and limited partners of the constituent […]
121-1103 – Certificate of Merger or Consolidation; Contents.
§ 121-1103. Certificate of merger or consolidation; contents. (a) After adoption of the plan of merger or consolidation by the partners of each constituent limited partnership, unless the merger or consolidation is abandoned in accordance with subdivision (a) of section 121-1102 of this article, a certificate of merger or consolidation, entitled “Certificate of merger (or […]
121-1104 – Effect of Merger or Consolidation.
§ 121-1104. Effect of merger or consolidation. When such merger or consolidation has been effected: (a) all the property, real and personal, tangible and intangible, of each constituent limited partnership shall vest in the surviving or resulting limited partnership; (b) to the extent provided in the plan of merger or consolidation, the partners of each […]
121-1105 – Payment for Interest of Dissenting Limited Partners.
§ 121-1105. Payment for interest of dissenting limited partners. (a) Within ten days after the occurrence of an event described in section 121-1102 of this article, the surviving or resulting limited partnership shall send to each dissenting former limited partner a written offer to pay in cash the fair value of such former partner’s interest. […]
121-1106 – Mergers and Consolidations Involving Other Business Entities.
§ 121-1106. Mergers and consolidations involving other business entities. One or more domestic limited partnerships formed under this article or which comply with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, one or more other business entities formed under the law of this state or the law of any […]