LD 1609
pg. 126
Page 125 of 148 An Act To Establish the Uniform Partnership Act Page 127 of 148
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LR 1469
Item 1

 
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.

 
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.

 
§1095.__Merger of partnerships

 
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.

 
2.__Plan of merger.__The plan of merger must set forth:

 
A.__The name of each partnership or limited partnership that
is a party to the merger;

 
B.__The name of the surviving entity into which the other
partnerships or limited partnerships will merge;

 
C.__Whether the surviving entity is a partnership or a
limited partnership and the status of each partner;

 
D.__The terms and conditions of the merger;

 
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

 
F.__The street address of the surviving entity's chief
executive office.

 
3.__Approval of plan.__The plan of merger must be approved:

 
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

 
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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