31 §1095. Merger of partnerships - Maine Statutes

Title 31: PARTNERSHIPS AND ASSOCIATIONS

Chapter 17: UNIFORM PARTNERSHIP ACT HEADING: PL 2005, C. 543, PT. A, §2 (NEW)

Subchapter 9: CONVERSIONS AND MERGERS HEADING: PL 2005, C. 543, PT. A, §2 (NEW)

§1095. Merger of partnerships

1. Merger pursuant to plan. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships.

[ 2005, c. 543, Pt. A, §2 (NEW) .]

2. Plan of merger. The plan of merger must set forth:

A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger; [2005, c. 543, Pt. A, §2 (NEW).]

B. The name of the surviving entity into which the other partnerships or limited partnerships will merge; [2005, c. 543, Pt. A, §2 (NEW).]

C. Whether the surviving entity is a partnership or a limited partnership and the status of each partner; [2005, c. 543, Pt. A, §2 (NEW).]

D. The terms and conditions of the merger; [2005, c. 543, Pt. A, §2 (NEW).]

E. The manner and basis of 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 part; and [2005, c. 543, Pt. A, §2 (NEW).]

F. The street address of the surviving entity's chief executive office. [2005, c. 543, Pt. A, §2 (NEW).]

[ 2005, c. 543, Pt. A, §2 (NEW) .]

3. Approval of plan. The plan of merger must be approved:

A. 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 [2005, c. 543, Pt. A, §2 (NEW).]

B. 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 in which 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. [2005, c. 543, Pt. A, §2 (NEW).]

[ 2005, c. 543, Pt. A, §2 (NEW) .]

4. Amendment or abandonment. 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.

[ 2005, c. 543, Pt. A, §2 (NEW) .]

5. Effective date of merger. The merger takes effect on the later of:

A. The approval of the plan of merger by all parties to the merger, as provided in subsection 3; [2005, c. 543, Pt. A, §2 (NEW).]

B. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or [2005, c. 543, Pt. A, §2 (NEW).]

C. Any effective date specified in the plan of merger. [2005, c. 543, Pt. A, §2 (NEW).]

[ 2005, c. 543, Pt. A, §2 (NEW) .]

SECTION HISTORY

2005, c. 543, §A2 (NEW).