Sec. 32.06.905. - Merger of partnerships. - Alaska Statutes

(a) Under a plan of merger approved under (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.

(b) The plan of merger must state

(1) the name of each partnership or limited partnership that is a party to the merger;

(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;

(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting all or part of the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property; and

(6) the street address of the surviving entity's chief executive office.

(c) The plan of merger must be approved

(1) in the case of a partnership that is a party to the merger, by all of the partners or a number or percentage specified for merger in the partnership agreement; and

(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction where the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of

(1) the approval of the plan of merger by all parties to the merger under (c) of this section;

(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) an effective date specified in the plan of merger.