§ 17-21-904 — Merger of partnerships

(a) Pursuant to a plan of merger approved as provided in
subsection (c) of this section, a partnership may be merged with
one (1) or more partnerships or limited partnerships.
(b) The plan of merger shall set forth:
(i) The name of each partnership or limited
partnership that is a party to the merger;
(ii) The name of the surviving entity into which the
other partnerships or limited partnerships will merge;
(iii) Whether the surviving entity is a partnership
or a limited partnership and the status of each partner;
(iv) The terms and conditions of the merger;
(v) The manner and basis of converting the interests
of each party to the merger into interests or obligations of the
surviving entity or into cash or other property in whole or
part; and
(vi) The street address of the surviving entity's
chief executive office.
(c) The plan of merger shall be approved:
(i) In the case of a partnership that is a party to
the merger, by all the partners or a number or percentage
specified for merger in the partnership agreement; and
(ii) 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
specifically applicable law, by all 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:
(i) The approval of the plan of merger by all parties
to the merger, as provided in subsection (c) of this section;
(ii) The filing of all documents required by law to
be filed as a condition to the effectiveness of the merger; or
(iii) Any effective date specified in the plan of
merger.