| | 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: |
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| 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 |
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| B.__The partner has consented to the provision of the | partnership agreement. |
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| | 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: |
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| A.__The limited partnership's partnership agreement provides | for the amendment with the consent of fewer than all the | general partners; and |
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| B.__Each general partner that does not consent to the | amendment has consented to the provision of the partnership | agreement. |
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| | 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. |
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| §1441.__Liability of general partner after conversion or merger |
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| | 1.__Liability not discharged.__A conversion or merger under | this subchapter does not discharge any liability under sections | 1354 and 1377 of a person that was a general partner in or | dissociated as a general partner from a converting or constituent | limited partnership, but: |
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| A.__The provisions of this chapter pertaining to the | collection or discharge of the liability continue to apply | to the liability; |
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| B.__For the purposes of applying those provisions, the | converted or surviving organization is deemed to be the | converting or constituent limited partnership; and |
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