§ 4-46-910 — Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status

(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each 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 subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

Legislative History

Acts 2009, No. 408, § 6.