§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 […]
§54-500-1105A. Effect of conversion.
EFFECT OF CONVERSION. (a) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization; (2) all debts, liabilities, and other obligations of the […]
§54-500-1106A. Merger.
MERGER. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 94 through 96 of this act and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of […]
§54-500-1107A. Action on plan of merger by constituent limited partnership.
ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP. (a) Subject to Section 97 of this act and unless a limited partnership’s partnership agreement otherwise provides, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to Section 97 of this act and unless a limited […]
§54-500-1108A. Filings required for merger – Effective date.
FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. (b) The articles […]
§54-500-1109A. Effect of merger.
EFFECT OF MERGER. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, […]
§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 […]