56a-905. Merger of partnerships.
56a-905
56a-905. Merger of partnerships.(a) Pursuant to a plan of merger approved asprovided in subsection (c), a partnership may be merged with one ormore partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) The name of each partnership or limitedpartnership that is a party to the merger;
(2) the name of the surviving entity into which theother partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership ora limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interestsof each party to the merger into interests or obligations of thesurviving entity, or into money or other property in whole or part;and
(6) the street address of the surviving entity'sprincipal office.
(c) The plan of merger must be approved:
(1) In the case of a partnership that is a party tothe merger, by all of the partners, or a number or percentagespecified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is aparty to the merger, by the vote required for approval of a mergerby the law of the state or foreign jurisdiction in which thelimited partnership is organized and, in the absence of such aspecifically applicable law, by all of the partners,notwithstanding a provision to the contrary in the partnershipagreement.
(d) After a plan of merger is approved and before themerger takes effect, the plan may be amended or abandoned asprovided in the plan.
(e) The merger takes effect on the later of:
(1) The approval of the plan of merger by allparties to the merger, as provided in subsection (c);
(2) the filing of all documents required by law tobe filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan ofmerger.
History: L. 1998, ch. 93, § 49; Jan. 1, 1999.