10A-9A-10.02
Section 10A-9A-10.02 Conversion. (a) An organization other than a limited partnership may convert
to a limited partnership, and a limited partnership may convert to an organization other than
a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05,
and a plan of conversion, if: (1) the governing statute of the organization that is not a
limited partnership authorizes the conversion; (2) the law of the jurisdiction governing the
converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing
statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include: (1) the name, type of organization,
and mailing address of the principal office of the converting organization, and its unique
identifying number or other designation as assigned by the...
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10A-8A-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization
after conversion or merger. (a) An act of a person that immediately before a conversion or
merger became effective was a partner in a converting or constituent partnership binds the
converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting
or constituent partnership under Section 10A-8A-3.01; and (2) at the time the third party
enters into the transaction, the third party: (A) does not have notice of the conversion or
merger; and (B) reasonably believes that the converted or surviving organization is the converting
or constituent partnership and that the person is a partner in the converting or constituent
partnership. (b) An act of a person that before a conversion or merger became effective was
dissociated as a partner from a converting or constituent partnership...
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10-9A-20
Section 10-9A-20 Certificate of limited partnership. Repealed by Act 97-921, §§ 1, 2, effective
October 1, 1998. (Acts 1983, No. 83-513, p. 737, §201.)...
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10A-9-11.02
Section 10A-9-11.02 Conversion. Repealed by Act 2016-379, §5, effective January 1, 2017. (Act
2009-621, p. 1805, §1.)...
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10A-9-11.04
Section 10A-9-11.04 Filings required for conversion; effective date Repealed by Act 2016-379,
§5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10A-9-11.05
Section 10A-9-11.05 Effect of conversion. Repealed by Act 2016-379, §5, effective January
1, 2017. (Act 2009-621, p. 1805, §1.)...
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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) 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 plan of merger are ineffective without that partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) 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. (Act 2016-379, §1.)...
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10A-9-10.02
Section 10A-9-10.02 Derivative action. Repealed by Act 2016-379, §5, effective January 1,
2017. (Act 2009-621, p. 1805, §1.)...
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10A-2-8.62
Section 10A-2-8.62 Directors' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors' action respecting
a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received
the affirmative vote of a majority, but no fewer than two, of those qualified directors on
the board of directors or on a duly empowered committee of the board who voted on the transaction
after either required disclosure to them, to the extent the information was not known by them,
or compliance with subsection (b); provided that action by a committee is to be effective
only if (1) all its members are qualified directors, and (2) its members are either all the
qualified directors on the board or are appointed by the affirmative vote of a majority of
the qualified directors on the board. (b) If a director has a conflicting interest respecting
a transaction but neither the director nor a related person...
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10A-2-8.63
Section 10A-2-8.63 Shareholders' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders' action
respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority
of the votes entitled to be cast by the holders of all qualified shares were cast in favor
of the transaction after (1) notice to shareholders describing the director's conflicting
interest transactions, (2) provision of the information referred to in subsection (d), and
(3) required disclosure to the shareholders who voted on the transaction, to the extent the
information was not known by them. (b) For purposes of this section, "qualified shares"
means any shares entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or other officer
or agent of the corporation authorized to tabulate votes, are beneficially...
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