§ 61-3-1112 — Approval of conversion

(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and (2) In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and (B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision. (b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

Legislative History

Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.