Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT HEADING: PL 2005, C. 543, PT. C, §2 (NEW)
Subchapter 11: CONVERSION AND MERGER HEADING: PL 2005, C. 543, PT. C, §2 (NEW)
§1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
1.Consent for personal liability; exceptions.
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:
A. The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of
fewer than all the partners; and [2005, c. 543, Pt. C, §2 (NEW).]
B. The partner has consented to the provision of the partnership agreement. [2005, c. 543, Pt. C, §2 (NEW).]
[
2005, c. 543, Pt. C, §2 (NEW)
.]
2.Consent required for amendment to certificate; exception.
An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited
liability limited partnership is ineffective without the consent of each general partner unless:
A. The limited partnership's partnership agreement provides for the amendment with the consent of fewer than all the general
partners; and [2005, c. 543, Pt. C, §2 (NEW).]
B. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. [2005, c. 543, Pt. C, §2 (NEW).]
[
2005, c. 543, Pt. C, §2 (NEW)
.]
3.Insufficient consent.
A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership
agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
[
2005, c. 543, Pt. C, §2 (NEW)
.]
SECTION HISTORY
2005, c. 543, §C2 (NEW).
Data for this page extracted on 10/16/2012 08:27:01.