4.__Amendment or abandonment.__After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

5.__Effective date of merger.__The merger takes effect on the later of:

A.__The approval of the plan of merger by all parties to the merger, as provided in subsection 3;

B.__The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

C.__Any effective date specified in the plan of merger.

Comment

(This is Section 905 of the Uniform Partnership Act (1997).)

Section 905 provides a "safe harbor" for the merger of a general partnership and one or more general or limited partnerships. The surviving entity may be either a general or a limited partnership.

The plan of merger must set forth the information required by subsection (b), including the status of each partner and the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity.

Subsection (c) provides that the plan of merger must be approved: (1) by all the partners of each general partnership that is a party to the merger, unless its partnership agreement specifically provides otherwise for mergers; and (2) by all the partners, including both general and limited partners, of each limited partnership that is a party to the merger, notwithstanding a contrary provision in its partnership agreement, unless specifically authorized by the law of the jurisdiction in which that limited partnership is organized. Like Section 902(b), the purpose of the unanimity requirement is to protect limited partners from exposure to liability as general partners without their clear and knowing consent.

Subsection (d) provides that the plan of merger may be amended or abandoned at any time before the merger takes effect, if the plan so provides.