Current through 2024 Legislative Session
Section 45-10.2-100 - (1106) Merger1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 45-10.2-101 through 45-10.2-103 and a plan of merger, if:a. The governing statute of each of the other organizations authorizes the merger;b. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; andc. Each of the other organizations complies with its governing statute in effecting the merger.2. For the purposes of sections 45-10.2-100 through 45-10.2-103, "originating record" means for an organization that is: a. A corporation, its articles of incorporation;b. A limited liability company, its articles of organization;c. A limited partnership, its certificate of limited partnership;d. A limited liability partnership, its registration; ande. A limited liability limited partnership, its certificate of limited liability limited partnership.3. A plan of merger must be in a record and must include:a. The name and form of each constituent organization;b. The name and form of the surviving organization and: (1) If the surviving organization is to be created by the merger, then:(a) A statement to that effect; and(b) Its organizational record; or(2) If the surviving organization is not to be created by the merger, then any amendments to be made to the organizational record of the surviving organization;c. The terms and conditions of the merger;d. The manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; ande. Any other provisions with respect to the proposed merger that are deemed to be necessary or desirable.