Miss. Code § 79-14-1110

Current through the 2024 Regular Session
Section 79-14-1110 - Restrictions on approval of mergers and on relinquishing LLLP status
(a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:
(1) The limited partnership's partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and
(2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Miss. Code § 79-14-1110

Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.