LD 2290
pg. 17
Page 16 of 31 An Act to Improve Business Entity Filings and Authorize Mergers, Consolidations... Page 18 of 31
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LR 3693
Item 1

 
(4)__The general partner has agreed that the creditor
need not exhaust the assets of the surviving or
resulting business entity of the merger or
consolidation;

 
(5)__A court grants permission to the judgment creditor
to levy execution against the assets of the general
partner based on a finding that the assets of the
surviving or resulting business entity of the merger or
consolidation that are subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion
of the assets of the surviving or resulting business
entity of the merger or consolidation is excessively
burdensome or that the grant of permission is an
appropriate exercise of the court's equitable powers;
or

 
(6)__Liability is imposed on the general partner by law
or contract independent of the existence of the
surviving or resulting business entity of the merger or
consolidation.

 
§418.__Conversion of business entity

 
1.__Definitions.__For purposes of this section, "business
entity" or "business entities" means domestic or foreign
corporations, limited liability companies, general partnerships
and limited partnerships.

 
2.__Authority.__A business entity may convert to another type
of business entity by complying with the requirements of Title
13-A, section 912.

 
§419.__Approval of conversion of limited partnership

 
A limited partnership may convert to another business entity,
as specified in section 418, other than a limited partnership,
upon the authorization of the conversion in accordance with this
section and to the extent authorized by and in accordance with
applicable statutes to convert to another business entity.__If
the partnership agreement specifies the manner of authorizing a
conversion of the limited partnership, the conversion is
authorized as specified in the provisions of the partnership
agreement, as long as the provisions do not explicitly exclude
conversions.__If the partnership agreement does not specify the
manner of authorizing a conversion of the limited partnership and
does not prohibit a conversion, the conversion is authorized in
the same manner as is specified in the partnership agreement for
authorizing a merger or consolidation that involves the limited
partnership as a constituent party to the merger or
consolidation.__If the


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