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10A-8A-9.10
Section 10A-8A-9.10 Restrictions on approval of mergers, conversions and on relinquishing LLP
status. (a) If a partner of a converting or constituent 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)
A statement of cancellation of the statement of limited liability partnership filed in connection
with a conversion or merger is ineffective without each 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 2018-125, §7.)...
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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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company 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 member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-8A-2.03 and which must include: (A) 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 Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type of...
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10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert to
a partnership, and a partnership may convert to an organization other than a partnership pursuant
to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1)
the governing statute of the organization that is not a 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 Secretary
of State, if any, before...
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10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (a) After a plan of conversion is approved: (1) if the converting
organization is an organization formed under, or its internal affairs are governed by, the
laws of this state, the converting organization shall file a statement of conversion in accordance
with subsection (c), which statement of conversion must be signed in accordance with Section
10A-9A-2.03(a) and which must include: (A) 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 Secretary of State, if any, before conversion; (B)
the date of the filing of the certificate of formation of the converting organization, if
any, and all prior amendments and the filing office or offices, if any,...
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10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign
entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02,
and a foreign entity may convert to a domestic entity, or a domestic entity may convert to
a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion
is permitted by the law of the state or country under whose law each foreign entity is formed
and each foreign entity complies with that law in effecting the merger or conversion. (2)
In the case of a conversion, the foreign entity complies with the requirements of Section
10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements
of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign
entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent
that service of process in a proceeding to enforce any obligation or any...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited
partnership as a general partner when any of the following occurs: (1) the limited partnership
has notice of the person's express will to dissociate as a general partner, except that if
the person specifies a dissociation date later than the date the limited partnership had notice,
then the person is dissociated as a general partner on that later date; (2) an event stated
in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement; (4)
the person is expelled as a general partner by the unanimous consent of the other partners
if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner; (B) there has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for...
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