§ 45-21-05 — (905) Merger of partnerships

1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may
be merged with one or more other organizations.
2. The plan of merger must set forth:
a. The name of:
(1) The partnership;
(2) Each other constituent organization proposing to merge; and
(3) The surviving organization into which the other organizations will merge;
b. The status of each partner;
c. The terms and conditions of the merger;
d. The manner and basis of converting the ownership interests of each constituent
organization into ownership interests or obligations of the surviving organization,
or into money or other property in whole or part; and
e. The street address of the principal executive office of the surviving organization.
3. 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
b. In the case of a constituent organization other than a partnership that is a party to
the merger, by the vote required for approval of a merger by the governing statute
of the constituent organization in the jurisdiction in which the constituent
organization is organized.
4. 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.
5. The merger takes effect on the later of:
a. The approval of the plan of merger by all constituent organizations, as provided in
subsection 3;
b. The filing of all records required by law to be filed as a condition to the
effectiveness of the merger; or
c. Any effective date specified in the plan of merger.