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4-47-1107. Action on plan of merger by constituent limited partnership.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1107. Action on plan of merger by constituent limited partnership.
(a) Subject to § 4-47-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to § 4-47-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 4-47-1108, a constituent limited partnership may amend the plan or abandon the planned merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1107
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-47-1107
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 7034a6e86380efc041c8fdba44974287640d6d047a07e1d8e2f03d8f8d5a0ffb
Source location: content.xml paragraph 28402
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4-47-1107. Action on plan of merger by constituent limited partnership.
(a) Subject to § 4-47-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b) Subject to § 4-47-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 4-47-1108, a constituent limited partnership may amend the plan or abandon the planned merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1108. Filings required for merger — Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) each other preexisting constituent organization, by an authorized representative.
(b) The articles of merger must include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(B) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and
(8) any additional information required by the governing statute of any constituent organization.
(c) Each
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1108
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-47-1108. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
(a) If a partner of a converting or constituent limited 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 limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) each general 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 (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1110
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-47-1110. This identifies an authority to review, not proof of applicability.