As Amended
SEC. 79-13-905. Merger.
(a) Unless otherwise provided in the partnership agreement, pursuant to a plan of merger approved as provided in subsection (d), one or more domestic partnerships may be merged with a domestic or foreign entity.
(b) A domestic or foreign entity may be a party to the merger, or may be created by the terms of the plan of merger, only if:
(1) The merger is permitted by the laws under which the entity is organized or by which it is governed; and
(2) In effecting the merger, the entity complies with such laws and with its organizational documents.
(c) The plan of merger must set forth:
(1) The name of each entity that is a party to the merger;
(2) The name of the entity that will be the survivor of the merger;
(3) If the surviving entity is a partnership or a limited partnership, the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into shares or other securities, interests, obligations, or rights to acquire shares or other securities of the surviving entity, or into money or other property, or any combination of the foregoing;
(6) The organizational documents of any entity to be created by the merger, or if a new entity is not to be created by the merger, any amendments to the survivor's organizational documents;
(7) The street address of the surviving entity's chief executive office; and
(8) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the organizational documents of any such party.
(d) The plan of merger must be approved:
(1) In the case of a domestic 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; and
(2) In the case of a domestic limited liability partnership that is a party to a merger where the surviving entity is a partnership other than a limited liability partnership, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(e) The terms described in subsections (c)(4) and (c)(5) of this section may be made dependent on facts ascertainable outside the plan of merger, provided that those facts are objectively ascertainable. The term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the partnership.
(f) 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.
(g) 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 (d);
(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.
SOURCES: Laws, 2004, ch. 458, § 905, SB 2504, eff from and
after Jan. 1, 2005.