§54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.
RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. (a) 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 ineffective without the consent of the partner, unless: (1) […]
§54-500-1111A. Liability of general partner after conversion or merger.
LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER. (a) A conversion or merger under this article does not discharge any liability under Sections 38 and 58 of this act of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions […]
§54-500-1112A. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. (a) 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 or surviving organization after the conversion or merger becomes […]
§54-500-1113A. Article not exclusive.
ARTICLE NOT EXCLUSIVE. This article does not preclude an entity from being converted or merged under other law. Added by Laws 2010, c. 384, § 100, eff. Jan. 1, 2011.
§54-500-1201A. Uniformity of application and construction.
UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Partnership Act of 2010, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Added by Laws 2010, c. 384, § 101, eff. Jan. 1, 2011.
§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.
RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Partnership Act of 2010 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but the Uniform Limited Partnership Act of 2010 does not modify, limit, or supersede Section 101(c) of the […]
§54-500-1203A. Application to existing relationships.
APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2011, the Uniform Limited Partnership Act of 2010 governs only: (1) a limited partnership formed on or after January 1, 2011; and (2) except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2011, which elects, in the […]
§54-500-1207A. Savings clause.
SAVINGS CLAUSE. The Uniform Limited Partnership Act of 2010 does not affect an action commenced, proceeding brought, or right accrued before the Uniform Limited Partnership Act of 2010 takes effect. Added by Laws 2010, c. 384, § 104, eff. Jan. 1, 2011.
§54-500-1103A. Action on plan of conversion by converting limited partnership.
ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. (a) Subject to Section 97 of this act and unless the limited partnership’s partnership agreement otherwise provides, a plan of conversion must be consented to by all the partners of a converting limited partnership. (b) Subject to Section 97 of this act and any contractual rights, […]
§54-500-1104A. Filings required for conversion – Effective date.
FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. (a) After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (A)a statement that the limited partnership has been converted into another organization; (B)the name and form of the organization and the […]