29-1085
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29-1085. Merger of partnerships A. Pursuant to a plan of merger approved as provided in subsection C of this section, a partnership may be merged with one or more partnerships, limited partnerships or other business entities as defined in section 29-751. B. The plan of merger shall set forth all of the following: 1. The name of each partnership, limited partnership or other business entity that is a party to the merger. 2. The name of the surviving entity into which the other partnerships, limited partnerships or other business entities will merge. 3. Whether the surviving entity is a partnership, a limited partnership or another business entity and the status, if any, of each partner as a general partner, a limited partner, a member, a shareholder or any other type of owner in the surviving entity. 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 entity, or into money or other property in whole or part. 6. The street address of the surviving entity's chief executive office. C. The plan of merger shall be approved: 1. 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. 2. 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 under which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, or any lesser number specified in the partnership agreement permitted by the law of the state or foreign jurisdiction under which the limited partnership is organized. 3. In the case of a business entity other than a general partnership or limited partnership, in the manner required by the laws of the jurisdiction under which the business entity is organized. 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 of this section. 2. The filing of a statement of merger pursuant to section 29-1087 and all other documents required by law to be filed as a condition to the effectiveness of the merger. 3. Any effective date specified in the plan of merger. |