Text: SSB02108 Text: SSB02110 Text: SSB02100 - SSB02199 Text: SSB Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Section 1. NEW SECTION. 487.1201 MERGER. 1 2 1. Any one or more limited partnerships may merge with or 1 3 into any one or more limited partnerships, limited liability 1 4 companies, or corporations, provided that no limited partner 1 5 of a limited partnership that is a party to the merger will, 1 6 as a result of the merger, become personally liable for the 1 7 liabilities or obligations of any other person or entity 1 8 unless that limited partner approves the plan of merger or 1 9 otherwise consents to becoming personally liable. 1 10 2. Unless otherwise provided in the partnership agreement, 1 11 each domestic limited partnership which is to merge must 1 12 approve the merger by approval of all general partners, and by 1 13 limited partners who own more than fifty percent of the then 1 14 current percentage or other interest in the profits of the 1 15 domestic limited partnership owned by all of the limited 1 16 partners. If more than one class or group of limited partners 1 17 exists, the merger must be approved by the limited partners in 1 18 each class or group who own more than fifty percent of the 1 19 then current percentage or other interest in the profits of 1 20 the domestic limited partnership. 1 21 3. In connection with a merger under this section, rights 1 22 or securities of, or interests in, a limited partnership, 1 23 limited liability company, or corporation which is a 1 24 constituent party to the merger may be exchanged for or 1 25 converted into cash, property, rights, or securities of, or 1 26 interest in, a limited partnership, limited liability company, 1 27 or corporation which is the surviving entity or, in addition 1 28 to or in lieu of such cash, property, rights, securities, or 1 29 interests, may be exchanged for or converted into cash, 1 30 property, rights, or securities of, or interest in, a limited 1 31 partnership, limited liability company, or corporation other 1 32 than the surviving entity. 1 33 Sec. 2. NEW SECTION. 487.1202 PLAN OF MERGER. 1 34 1. Each constituent party to the merger must enter into a 1 35 written plan of merger, which must be approved in accordance 2 1 with section 487.1203. 2 2 2. The plan of merger must set forth all of the following: 2 3 a. The name of each constituent party to the merger and 2 4 the name of the surviving entity into which each other 2 5 constituent party proposes to merge. 2 6 b. The terms and conditions of the proposed merger. 2 7 c. The manner and basis of converting the interests in 2 8 each constituent party to the merger into interests, shares, 2 9 or other securities or obligations of the surviving entity, or 2 10 of any other entity, or, in whole or in part, into cash or 2 11 other property. 2 12 d. Such amendments to the certificate of limited 2 13 partnership of a limited partnership, articles of organization 2 14 of a limited liability company, or articles or certificate of 2 15 incorporation of a corporation, as the case may be, of the 2 16 surviving entity as are desired to be effected by the merger, 2 17 or that such changes are not desired. 2 18 e. Other provisions relating to the proposed merger as are 2 19 deemed necessary or desirable. 2 20 Sec. 3. NEW SECTION. 487.1203 ACTION ON PLAN. 2 21 1. A proposed plan of merger complying with the 2 22 requirements of section 487.1202 shall be approved in the 2 23 manner provided by this section: 2 24 a. A limited partnership which is a party to a proposed 2 25 merger shall have the plan of merger authorized and approved 2 26 in the manner and by the vote required in section 487.1201. 2 27 b. A limited liability company which is a party to a 2 28 proposed merger shall have the plan of merger authorized and 2 29 approved as required by chapter 490A. 2 30 c. A corporation which is a party to a proposed merger 2 31 shall have the plan of merger authorized and approved in the 2 32 manner and by the vote required by chapter 490. 2 33 2. After a merger is authorized, unless the plan of merger 2 34 provides otherwise, and at any time before articles of merger 2 35 as provided for in section 487.1204 are filed, the plan of 3 1 merger may be abandoned subject to any contractual rights, in 3 2 accordance with the procedure set forth in the plan of merger 3 3 or, if none is set forth, in one of the following ways: 3 4 a. By the limited partners of any limited partnership that 3 5 is a constituent party as provided in section 487.1201. 3 6 b. By the majority consent of the members of each limited 3 7 liability company that is a constituent party, unless the 3 8 articles of organization or an operating agreement of such 3 9 limited liability company provides otherwise. 3 10 c. In the manner determined by the board of directors of 3 11 any corporation that is a constituent entity. 3 12 Sec. 4. NEW SECTION. 487.1204 ARTICLES OF MERGER. 3 13 1. After a plan of merger is approved as provided in 3 14 section 487.1203, the surviving entity shall deliver to the 3 15 secretary of state for filing articles of merger duly executed 3 16 by each constituent party setting forth all of the following: 3 17 a. The name of each constituent party. 3 18 b. The plan of merger. 3 19 c. The effective date of the merger if later than the date 3 20 of filing of the articles of merger. 3 21 d. The name of the surviving entity. 3 22 e. A statement that the plan of merger was duly authorized 3 23 and approved by each constituent party as provided in section 3 24 487.1203. 3 25 2. A merger takes effect upon the later of the effective 3 26 date of the filing of the articles of merger or the date set 3 27 forth in the plan of merger. 3 28 Sec. 5. NEW SECTION. 487.1205 EFFECT OF MERGER. 3 29 When a merger takes effect all of the following apply: 3 30 1. Every other constituent party merges into the surviving 3 31 entity and the separate existence of every constituent party 3 32 except the surviving entity ceases. 3 33 2. The title to all real estate and other property owned 3 34 by each constituent party is vested in the surviving entity 3 35 without reversion or impairment. 4 1 3. The surviving entity has all liabilities of each 4 2 constituent party. 4 3 4. A proceeding pending against any constituent party may 4 4 be continued as if the merger did not occur or the surviving 4 5 entity may be substituted in the proceeding for the 4 6 constituent party whose existence ceased. 4 7 5. The articles or limited partnership agreement of the 4 8 surviving entity are amended to the extent provided in the 4 9 plan of merger. 4 10 6. The shares or interests of each constituent party that 4 11 are to be converted into shares, obligations, or other 4 12 securities of the surviving or any other entity or into cash 4 13 or other property are converted, and the former holders of the 4 14 shares or interests are entitled only to the rights provided 4 15 in the articles of merger except for dissenters' rights 4 16 provided by law. 4 17 7. Except as provided by agreement with a person to whom a 4 18 general partner of a limited partnership is obligated, a 4 19 merger of a limited partnership that has become effective 4 20 shall not affect any obligation of liability existing at the 4 21 time of such merger of a general partner of a limited 4 22 partnership which is merging. 4 23 8. If a limited partnership is a constituent party to a 4 24 merger that becomes effective, but the limited partnership is 4 25 not the surviving entity of the merger, a judgment creditor of 4 26 a general partner of such limited partnership may not levy on 4 27 a claim against the surviving entity of the merger unless any 4 28 of the following applies: 4 29 a. A judgment based on the same claim has been obtained 4 30 against the surviving entity of the merger and a writ of 4 31 execution on the judgment is returned unsatisfied in whole or 4 32 in part. 4 33 b. The surviving entity of the merger is a debtor in 4 34 bankruptcy. 4 35 c. The general partner agrees that the creditor need not 5 1 exhaust the assets of the limited partnership that was not the 5 2 surviving entity of the merger. 5 3 d. The general partner agrees that the creditor need not 5 4 exhaust the assets of the surviving entity of the merger. 5 5 e. A court grants permission to the judgment creditor to 5 6 levy execution against the assets of the general partner based 5 7 on a finding that the assets of the surviving entity of the 5 8 merger that are subject to execution are clearly insufficient 5 9 to satisfy the judgment, that exhaustion of the assets of the 5 10 surviving entity of the merger is excessively burdensome, or 5 11 that the grant of permission is an appropriate exercise of the 5 12 court's equitable powers. 5 13 f. Liability is imposed on the general partner by law or 5 14 contract independent of the existence of the surviving entity 5 15 of the merger. 5 16 Sec. 6. NEW SECTION. 487.1206 MERGER WITH FOREIGN 5 17 ENTITY. 5 18 1. Any one or more limited partnerships of this state may 5 19 merge with or into one or more foreign limited partnerships, 5 20 foreign limited liability companies, or foreign corporations, 5 21 or any one or more foreign limited partnerships, foreign 5 22 limited liability companies, or foreign corporations may merge 5 23 with or into any one or more limited partnerships of this 5 24 state, if all of the following apply: 5 25 a. The merger is permitted by the law of the state or 5 26 jurisdiction under whose law each foreign constituent party is 5 27 organized or formed and each foreign constituent party 5 28 complies with that law in effecting the merger. 5 29 b. The foreign constituent party complies with section 5 30 487.1204 if it is the surviving entity. 5 31 c. Each domestic constituent party complies with the 5 32 applicable provisions of sections 487.1202 and 487.1203 and, 5 33 if it is the surviving entity, with section 487.1204. 5 34 2. Upon a merger involving one or more domestic limited 5 35 partnerships taking effect, if the surviving entity is to be 6 1 governed by the law of any state other than this state or of 6 2 any foreign country, the surviving entity shall agree to both 6 3 of the following: 6 4 a. That it may be served with process in this state in any 6 5 proceeding for enforcement of any obligation of any 6 6 constituent party to the merger that was organized under the 6 7 law of this state, as well as for enforcement of any 6 8 obligation of the surviving entity arising from the merger. 6 9 b. To irrevocably appoint the secretary of state as its 6 10 agent for service of process in any such proceeding, and the 6 11 surviving entity shall specify the address to which a copy of 6 12 the process shall be mailed to it by the secretary of state. 6 13 3. The effect of the merger shall be as provided in 6 14 section 487.1205, if the surviving entity is to be governed by 6 15 the law of this state. If the surviving entity is to be 6 16 governed by the law of any jurisdiction other than this state, 6 17 the effect of the merger shall be the same as provided in 6 18 section 487.1205, except insofar as the law of the other 6 19 jurisdiction provides otherwise. 6 20 EXPLANATION 6 21 This bill provides provisions relating to the merger of 6 22 limited partnerships with and into other limited partnerships, 6 23 limited liability companies, and corporations. 6 24 New Code section 487.1201 establishes basic authority for a 6 25 limited partnership to merger into one or more limited 6 26 partnerships, limited liability companies, or corporations. 6 27 New Code section 487.1202 establishes the requirements for 6 28 a plan of merger. 6 29 New Code section 487.1203 establishes the manner in which a 6 30 merger is to be approved by the various entities to a merger 6 31 with a limited partnership. 6 32 New Code section 487.1204 provides that after a plan of 6 33 merger is approved, the surviving entity must deliver the 6 34 articles of merger to the secretary of state for filing. 6 35 New Code section 487.1205 sets forth the effects of a 7 1 merger with respect to the assets and liabilities of the 7 2 parties to the merger and the surviving entity. 7 3 New Code section 487.1206 establishes the manner in which a 7 4 limited partnership may merge with a foreign entity. 7 5 LSB 3919SC 77 7 6 mj/sc/14
Text: SSB02108 Text: SSB02110 Text: SSB02100 - SSB02199 Text: SSB Index Bills and Amendments: General Index Bill History: General Index
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