8577 - Proposal and adoption of plan of division.
§ 8577. Proposal and adoption of plan of division. (a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the partnership interests in the surviving limited partnership, if there be one, and, if any of the partnership interests in the dividing limited partnership are not to be converted solely into partnership interests or other securities or obligations of one or more of the resulting limited partnerships, the partnership interests or other securities or obligations of any other person or cash, property or rights that the holders of the partnership interests are to receive in exchange for or upon conversion of the partnership interests and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of partnership interests or other securities or obligations of one or more of the resulting limited partnerships. (ii) The disposition of the partnership interests and other securities or obligations, if any, of the new limited partnership or partnerships resulting from the division. (2) A statement that the dividing limited partnership will or will not survive the division. (3) Any changes desired to be made in the certificate of limited partnership of the surviving limited partnership, if there be one, including a restatement of the certificate. (4) The certificates of limited partnership required by subsection (c). (5) Such other provisions as are deemed desirable. (b) Reference to outside facts.--Any of the terms of the plan may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by the dividing limited partnership or a representative of the dividing limited partnership. (c) Certificates of limited partnership of new limited partnerships.--There shall be included in or annexed to the plan of division: (1) Certificates of limited partnership, which shall contain all of the statements required by this chapter to be set forth in a restated certificate of limited partnership for each of the new domestic limited partnerships, if any, resulting from the division. (2) Certificates of limited partnership or other organizational documents for each of the new foreign limited partnerships, if any, resulting from the division. (d) Proposal and adoption.--Except as otherwise provided in section 8578 (relating to division without approval of limited partners), the plan of division shall be proposed and adopted and may be amended after its adoption and termination by a domestic limited partnership in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter F (relating to merger and consolidation), except section 8546(g) (relating to approval of merger or consolidation) or, if the dividing limited partnership is a foreign limited partnership, in accordance with the laws of the jurisdiction in which it is organized. There shall be included in or enclosed with the notice of the meeting of limited partners to act on the plan, a copy or a summary of the plan. (e) (Repealed). (f) Rights of holders of indebtedness.--If any such debt securities, notes, similar evidences of indebtedness, indentures or other contracts were issued, incurred or executed by the dividing limited partnership before August 21, 2001, and have not been amended subsequent to that date, the liability of the dividing limited partnership thereunder shall not be affected by the division nor shall the rights of the obligees thereunder be impaired by the division, and each of the resulting limited partnerships may be proceeded against or substituted in place of the dividing limited partnership as joint and several obligors on such liability, regardless of any provision of the plan of division apportioning the liabilities of the dividing limited partnership. (g) Special requirements.--If any provision of the certificate of limited partnership or partnership agreement of a dividing domestic limited partnership adopted before February 5, 1995, requires for the proposal or adoption of a plan of merger or consolidation a specific number or percentage of votes of general or limited partners or other special procedures, the plan of division shall not be proposed or adopted by the general or limited partners without that number or percentage of votes or compliance with the other special procedures. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b) and (f) and repealed subsec. (e).