Section 10-9B-1105 Merger of limited partnerships and business entities.
Section 10-9B-1105
Merger of limited partnerships and business entities.
REPEALED IN THE 2009 REGULAR SESSION BY ACT 2009-513, EFFECTIVE JANUARY 1, 2011. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Pursuant to a plan of merger approved as provided in subsection (c), a limited partnership may be merged with one or more business entities (including another domestic limited partnership or a foreign limited partnership).
(b) The plan of merger must set forth:
(1) The name of each business entity that is a party to the merger;
(2) The name of the surviving entity into which the other business entities will merge;
(3) The type of business entity of the surviving business entity and the status in the surviving business entity of each equity owner of a business entity that is a party to the merger;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving business entity, or into money or other property in whole or part; and
(6) The street address of the surviving business entity's principal place of business.
(c) The plan of merger must be approved:
(1) In the case of a domestic limited partnership that is a party to the merger:
(i) By all general partners; and
(ii) By all limited partners owning such percentage or other interest in the profits of the partnership as provided in the partnership agreement, which may also prescribe voting by classes or groups, but in any event by limited partners who own more than 50 percent of the current percentage or other interests in the profits of the limited partnership owned by all the limited partners;
(2) In the case of a general partnership that is a party to the merger, by all of the partners or as otherwise provided in the partnership agreement;
(3) In the case of a business entity other than a limited or general partnership that is a party to the merger when the surviving business entity is a limited or general partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity (including any foreign limited partnership) is organized and, in the absence of such a specifically applicable law, by all of the equity owners who are to become general partners, notwithstanding a provision to the contrary in the organizational documents of the business entity; and
(4) In the case of a business entity other than a limited or general partnership that is a party to the merger when the surviving business entity is not a limited or general partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity (including a foreign limited partnership) is organized and, in the absence of such a specifically applicable law, in accordance with the organization documents of the business entity.
(d) 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.
(e) The merger takes effect on the later of:
(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) Any effective date specified in the plan of merger.
(Act 97-921, 1st Ex. Sess., p. 335, §1.)