§425-203 - Merger of general partnerships and limited liability partnerships.

[§425-203]  Merger of general
partnerships and limited liability partnerships.  (a)  Pursuant to a plan
of merger, a domestic general partnership, foreign general partnership, 
domestic limited liability partnership, or foreign limited liability partnership
may merge with one or more domestic professional corporations or with one or
more general partnerships, limited liability partnerships, or other business
entities formed or organized under the laws of this State, any state or
territory of the United States, any foreign jurisdiction, or any combination
thereof, with one of the domestic professional corporations, domestic or
foreign general partnerships or limited liability partnerships, or other
business entities whether domestic or foreign, being the surviving entity, as
provided in the plan; provided that the merger is permitted by the law of the
state or country under whose law each foreign entity that is a party to the
merger is organized.

(b)  The plan of merger shall set forth:

(1)  The name and jurisdiction of formation or
organization of each entity that is a party to the merger;

(2)  The name of the surviving entity with or into
which the other entity or entities will merge;

(3)  The terms and conditions of the merger;

(4)  The manner and basis for 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 in part;

(5)  The street address of the surviving entity's
principal place of business, or if no street address is available, the rural
post office number or post office box designated or made available by the
United States Postal Service; and

(6)  Amendments, if any, to the organizing articles of
the surviving entity or, if no such amendments are desired, a statement that
the organizing articles of the surviving entity shall not be amended pursuant
to the merger.

(c)  A plan of merger may:

(1)  Amend the partnership agreement of a general
partnership or limited liability partnership; or

(2)  Adopt a new partnership agreement, for a general
partnership or limited liability partnership if it is the surviving entity in
the merger.

Any amendment to a partnership agreement or
adoption of a new partnership agreement made pursuant [to] this subsection
shall be effective upon the effective date of the merger.  This subsection
shall not limit the accomplishment of a merger or of any of the matters
referred to in this subsection by any other means provided for in a general
partnership's or limited liability partnership's partnership agreement or other
agreement, or as otherwise permitted by law; provided that the partnership
agreement of any constituent partnership or limited liability partnership to
the merger (including a partnership or a limited liability partnership formed
for the purpose of consummating a merger) shall be the partnership agreement of
the surviving general partnership or limited liability partnership.

(d)  A plan of merger may set forth other
provisions relating to the merger.

(e)  A plan of merger shall be approved:

(1)  In the case of a domestic general partnership or
limited liability partnership that is a party to the merger, unless otherwise
provided by the partnership agreement, by the vote of all partners; and

(2)  In the case of a foreign general partnership or
foreign limited liability partnership that is a party to the merger, by the
vote required for approval of a merger by the laws of the state or foreign
jurisdiction in which the foreign general partnership or foreign limited
liability partnership is organized.

(f)  If a foreign general partnership or
foreign limited liability partnership is the surviving entity of a merger, it
shall not do business in this State until an application for a certificate of
authority is filed with the director if the foreign general partnership or
foreign limited liability partnership is not already authorized to do business
in the State.

(g)  The surviving entity shall furnish a copy
of the plan of merger, on request and without cost, to any member, shareholder,
or partner of any entity that is a party to the merger.

(h)  A plan
of merger may provide that at any time prior to the time that the plan becomes
effective, the plan may be terminated by the partners of any partnership or
limited liability partnership notwithstanding approval by all or any of the
constituent parties.  If the plan of merger is terminated after the filing of
the articles but before the plan has become effective, a certificate of
termination shall be filed with the director.  A plan of merger may allow the
partners of the constituent partnerships to amend the plan at any time prior to
the time that the plan becomes effective; provided that an amendment made
subsequent to the adoption of the plan by the partners of any constituent partnership
shall not:

(1)  Alter or
change the amount or kind of shares, securities, cash, property, or rights to
be received in exchange for or on conversion of all or any of the interests of
the constituent partnership; or

(2)  Alter or
change any term of the organizing articles of the surviving entity to be
effected by the merger.

If the plan
of merger is amended after the articles are

filed with the
director but before the plan has become effective, a certificate of amendment
shall be filed with the director.

(i)  A merger takes effect on the filing date
of the articles of merger, or on the date subsequent to the filing as set forth
in the articles of merger; provided that the effective date shall not be more
than thirty days from the filing date. [L 2002, c 41, pt of §3]