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| Subsection (b) provides that upon conversion: (1) all partnership | property remains vested in the converted entity; (2) all | obligations remain the obligations of the converted entity; and (3) | all pending legal actions may be continued as if the conversion had | not occurred. The term "entity" as used in Article 9 refers to | either or both general and limited partnerships as the context | requires. |
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| | Under subsection (b)(1), title to partnership property remains | vested in the converted partnership. As a matter of general | property law, title remains vested without further act or deed | and without reversion or impairment. |
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| §1095.__Merger of partnerships |
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| | 1.__Merger pursuant to plan.__Pursuant to a plan of merger | approved as provided in subsection 3, a partnership may be merged | with one or more partnerships or limited partnerships. |
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| | 2.__Plan of merger.__The plan of merger must set forth: |
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| A.__The name of each partnership or limited partnership that | is a party to the merger; |
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| B.__The name of the surviving entity into which the other | partnerships or limited partnerships will merge; |
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| C.__Whether the surviving entity is a partnership or a | limited partnership and the status of each partner; |
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| D.__The terms and conditions of the merger; |
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| E.__The manner and basis of converting the interests of each | party to the merger into interests or obligations of the | surviving entity or into money or other property in whole or | part; and |
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| F.__The street address of the surviving entity's chief | executive office. |
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| | 3.__Approval of plan.__The plan of merger must be approved: |
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| A.__In the case of a partnership that is a party to the | merger, by all of the partners, or a number or percentage | specified for merger in the partnership agreement; and |
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| B.__In the case of a limited partnership that is a party to the | merger, by the vote required for approval of a merger by the law | of the State or foreign jurisdiction in which the |
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