US Laws, Codes, Statutes & Cases

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 2
                       UNIFORM LIMITED PARTNERSHIP ACT
                                   PART 11
                            CONVERSION AND MERGER
    53-2-1110.  RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON
RELINQUISHING LLLP STATUS. (1) 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:
    (a)  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
    (b)  The partner has consented to the provision of the partnership
    agreement.
    (2)  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:
    (a)  The limited partnership's partnership agreement provides for the
    amendment with the consent of less than all the general partners; and
    (b)  Each general partner that does not consent to the amendment has
    consented to the provision of the partnership agreement.
    (3)  A partner does not give the consent required by subsection (1) or (2)
of this section 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.