48-2a-113 - Approval of limited partnership conversion to subject entity.
48-2a-113. Approval of limited partnership conversion to subject entity.
(1) A domestic limited partnership may convert to any subject entity upon theauthorization of the conversion in accordance with this section.
(a) If the partnership agreement specifies the manner of authorizing a conversion of thelimited partnership, the conversion shall be authorized as specified in the partnership agreement.
(b) If the partnership agreement does not specify the manner of authorizing a conversionof the limited partnership and does not prohibit a conversion of the limited partnership, theconversion shall be authorized in the same manner as specified in the partnership agreement forauthorizing a merger that involves the partnership as a constituent party to the merger.
(c) If the partnership agreement does not specify the manner of authorizing a conversionof the limited partnership or a merger that involves the limited partnership as a constituent partyand does not prohibit a conversion of the limited partnership, the conversion must be authorizedby unanimous consent of all partners.
(2) A converted domestic limited partnership shall, upon conversion to a subject entity, beconsidered the same entity as the subject entity and the rights, privileges, powers, and interests inproperty of the domestic limited partnership, as well as the debts, liabilities, and duties of thedomestic limited partnership, shall not, for any purpose of the laws of this state, be considered, asa consequence of the conversion, to have been transferred to the subject entity to which thedomestic limited partnership has converted.
(3) Unless otherwise agreed, the conversion of a domestic limited partnership to anotherentity, pursuant to this section, shall not require the domestic limited partnership to wind up itsaffairs or to pay its liabilities or distribute its assets under this chapter. In connection withconversion of a domestic limited partnership to a subject entity under this section, all interests in,or securities of or rights in the domestic limited partnership which is to be converted may beexchanged for or converted into cash, property, interests in, or securities of or rights in the entityinto which the domestic limited partnership is converted or, in addition to or in lieu thereof, maybe exchanged for or converted into cash, property, interests in, or securities of or rights in anotherentity.
Enacted by Chapter 260, 2001 General Session