2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 85 - Limited Partnerships
8577 - Proposal and adoption of plan of division.

     § 8577.  Proposal and adoption of plan of division.
        (a)  Preparation of plan.--A plan of division shall be
     prepared, setting forth:
            (1)  The terms and conditions of the division, including
        the manner and basis of:
                (i)  The reclassification of the partnership
            interests in the surviving limited partnership, if there
            be one, and, if any of the partnership interests in the
            dividing limited partnership are not to be converted
            solely into partnership interests or other securities or
            obligations of one or more of the resulting limited
            partnerships, the partnership interests or other
            securities or obligations of any other person or cash,
            property or rights that the holders of the partnership
            interests are to receive in exchange for or upon
            conversion of the partnership interests and the surrender
            of any certificates evidencing them, which securities or
            obligations, if any, of any other person or cash,
            property or rights may be in addition to or in lieu of
            partnership interests or other securities or obligations
            of one or more of the resulting limited partnerships.
                (ii)  The disposition of the partnership interests
            and other securities or obligations, if any, of the new
            limited partnership or partnerships resulting from the
            division.
            (2)  A statement that the dividing limited partnership
        will or will not survive the division.
            (3)  Any changes desired to be made in the certificate of
        limited partnership of the surviving limited partnership, if
        there be one, including a restatement of the certificate.
            (4)  The certificates of limited partnership required by
        subsection (c).
            (5)  Such other provisions as are deemed desirable.
        (b)  Reference to outside facts.--Any of the terms of the
     plan may be made dependent upon facts ascertainable outside of
     the plan if the manner in which the facts will operate upon the
     terms of the plan is set forth in the plan. Such facts may
     include, without limitation, actions or events within the
     control of or determinations made by the dividing limited
     partnership or a representative of the dividing limited
     partnership.
        (c)  Certificates of limited partnership of new limited
     partnerships.--There shall be included in or annexed to the plan
     of division:
            (1)  Certificates of limited partnership, which shall
        contain all of the statements required by this chapter to be
        set forth in a restated certificate of limited partnership
        for each of the new domestic limited partnerships, if any,
        resulting from the division.
            (2)  Certificates of limited partnership or other
        organizational documents for each of the new foreign limited
        partnerships, if any, resulting from the division.
        (d)  Proposal and adoption.--Except as otherwise provided in
     section 8578 (relating to division without approval of limited
     partners), the plan of division shall be proposed and adopted
     and may be amended after its adoption and termination by a
     domestic limited partnership in the manner provided for the
     proposal, adoption, amendment and termination of a plan of
     merger in Subchapter F (relating to merger and consolidation),
     except section 8546(g) (relating to approval of merger or
     consolidation) or, if the dividing limited partnership is a
     foreign limited partnership, in accordance with the laws of the
     jurisdiction in which it is organized. There shall be included
     in or enclosed with the notice of the meeting of limited
     partners to act on the plan, a copy or a summary of the plan.
        (e)  (Repealed).
        (f)  Rights of holders of indebtedness.--If any such debt
     securities, notes, similar evidences of indebtedness, indentures
     or other contracts were issued, incurred or executed by the
     dividing limited partnership before August 21, 2001, and have
     not been amended subsequent to that date, the liability of the
     dividing limited partnership thereunder shall not be affected by
     the division nor shall the rights of the obligees thereunder be
     impaired by the division, and each of the resulting limited
     partnerships may be proceeded against or substituted in place of
     the dividing limited partnership as joint and several obligors
     on such liability, regardless of any provision of the plan of
     division apportioning the liabilities of the dividing limited
     partnership.
        (g)  Special requirements.--If any provision of the
     certificate of limited partnership or partnership agreement of a
     dividing domestic limited partnership adopted before February 5,
     1995, requires for the proposal or adoption of a plan of merger
     or consolidation a specific number or percentage of votes of
     general or limited partners or other special procedures, the
     plan of division shall not be proposed or adopted by the general
     or limited partners without that number or percentage of votes
     or compliance with the other special procedures.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (b) and (f) and
     repealed subsec. (e).