{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.128.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.128.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.128.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.128.html"}],"law_id":77620,"edition_id":1,"section_id":77620,"structure_id":13427,"section_number":"50-73.128","catch_line":"Merger of partnerships","history":"1996, c. 292; 2000, c. 58; 2003, c. 340; 2005, c. 765; 2007, c. 631; 2016, c. 288.","full_text":"A\n\nPursuant to a written plan of merger approved as provided in subsection C, a partnership may be merged with one or more domestic or foreign partnerships, limited partnerships, limited liability companies, business trusts, or corporations if:1\n\nThe merger is not prohibited by the partnership agreement of any domestic partnership that is a party to the merger, and each domestic partnership party to the merger approves the plan of merger in accordance with subsection C and complies with the terms of its partnership agreement;2\n\nEach domestic limited partnership that is a party to the merger complies with the applicable provisions of Article 7.1 (§ 50-73.48:1 et seq.) of Chapter 2.1 of this title;3\n\nEach domestic limited liability company that is a party to the merger complies with the applicable provisions of Article 13 (§ 13.1-1069.1 et seq.) of Chapter 12 of Title 13.1;4\n\nEach domestic business trust that is a party to the merger complies with the applicable provisions of Article 11 (§ 13.1-1257 et seq.) of Chapter 14 of Title 13.1;5\n\nEach domestic corporation that is a party to the merger complies with the applicable provisions of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 or Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1; and6\n\nThe merger is permitted by the laws under which each foreign limited liability company, foreign partnership, foreign limited partnership, foreign business trust, and foreign corporation party to the merger is organized, formed or incorporated, and each such foreign limited liability company, partnership, limited partnership, business trust, or corporation complies with those laws in effecting the merger.B\n\nThe plan of merger shall set forth:1\n\nThe name of each partnership, limited partnership, limited liability company, business trust, or corporation that is a party to the merger;2\n\nThe name of the surviving entity into which the other partnerships, limited partnerships, limited liability companies, business trusts, or corporations will merge;3\n\nWhether the surviving entity is a partnership, a limited partnership, a limited liability company, a business trust, or a corporation and the status of each partner;4\n\nThe terms and conditions of the merger;5\n\nThe manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and6\n\nThe street address of the surviving entity’s principal office.C\n\nThe plan of merger shall be approved:1\n\nIn the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and2\n\nIn 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 a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.D\n\nAfter 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\n\nThe merger takes effect on the later of:1\n\nThe approval of the plan of merger by all parties to the merger, as provided in subsection C;2\n\nThe filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or3\n\nAny later effective date stated pursuant to subsection J of § 50-73.83 in a statement of merger filed pursuant to § 50-73.131 or, if no statement of merger is filed, any effective date specified in the plan of merger.","order_by":null,"text":{"0":{"id":278438,"text":"Pursuant to a written plan of merger approved as provided in subsection C, a partnership may be merged with one or more domestic or foreign partnerships, limited partnerships, limited liability companies, business trusts, or corporations if:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":278439,"text":"The merger is not prohibited by the partnership agreement of any domestic partnership that is a party to the merger, and each domestic partnership party to the merger approves the plan of merger in accordance with subsection C and complies with the terms of its partnership agreement;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":278440,"text":"Each domestic limited partnership that is a party to the merger complies with the applicable provisions of Article 7.1 (§ 50-73.48:1 et seq.) of Chapter 2.1 of this title;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":278441,"text":"Each domestic limited liability company that is a party to the merger complies with the applicable provisions of Article 13 (§ 13.1-1069.1 et seq.) of Chapter 12 of Title 13.1;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":278442,"text":"Each domestic business trust that is a party to the merger complies with the applicable provisions of Article 11 (§ 13.1-1257 et seq.) of Chapter 14 of Title 13.1;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":278443,"text":"Each domestic corporation that is a party to the merger complies with the applicable provisions of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 or Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":278444,"text":"The merger is permitted by the laws under which each foreign limited liability company, foreign partnership, foreign limited partnership, foreign business trust, and foreign corporation party to the merger is organized, formed or incorporated, and each such foreign limited liability company, partnership, limited partnership, business trust, or corporation complies with those laws in effecting the merger.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":278445,"text":"The plan of merger shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"B1"},"8":{"id":278446,"text":"The name of each partnership, limited partnership, limited liability company, business trust, or corporation that is a party to the merger;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"9":{"id":278447,"text":"The name of the surviving entity into which the other partnerships, limited partnerships, limited liability companies, business trusts, or corporations will merge;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"10":{"id":278448,"text":"Whether the surviving entity is a partnership, a limited partnership, a limited liability company, a business trust, or a corporation and the status of each partner;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"11":{"id":278449,"text":"The terms and conditions of the merger;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"12":{"id":278450,"text":"The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"13":{"id":278451,"text":"The street address of the surviving entity’s principal office.","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"C"},"14":{"id":278452,"text":"The plan of merger shall be approved:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B6","next_prefix":"C1"},"15":{"id":278453,"text":"In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"16":{"id":278454,"text":"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 a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"17":{"id":278455,"text":"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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"18":{"id":278456,"text":"The merger takes effect on the later of:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"19":{"id":278457,"text":"The approval of the plan of merger by all parties to the merger, as provided in subsection C;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"20":{"id":278458,"text":"The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"21":{"id":278459,"text":"Any later effective date stated pursuant to subsection J of § 50-73.83 in a statement of merger filed pursuant to § 50-73.131 or, if no statement of merger is filed, any effective date specified in the plan of merger.","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2"}},"ancestry":[{"id":13427,"edition_id":1,"name":"Conversions and Mergers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:44:52","date_modified":"2026-06-26 03:44:52","permalink":{"id":234919,"object_type":"structure","relational_id":13427,"identifier":"9","token":"50\/2.2\/9","url":"\/50\/2.2\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":60683,"structure_id":13427,"section_number":"50-73.124","catch_line":"Definitions","url":"\/50-73.124\/","token":"50\/2.2\/9\/50-73.124","metadata":false},{"id":85037,"structure_id":13427,"section_number":"50-73.125","catch_line":"Repealed","url":"\/50-73.125\/","token":"50\/2.2\/9\/50-73.125","metadata":false},{"id":56168,"structure_id":13427,"section_number":"50-73.126","catch_line":"Conversion of limited partnership to partnership","url":"\/50-73.126\/","token":"50\/2.2\/9\/50-73.126","metadata":false},{"id":54394,"structure_id":13427,"section_number":"50-73.127","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.127\/","token":"50\/2.2\/9\/50-73.127","metadata":false},{"id":77620,"structure_id":13427,"section_number":"50-73.128","catch_line":"Merger of partnerships","url":"\/50-73.128\/","token":"50\/2.2\/9\/50-73.128","metadata":false},{"id":74044,"structure_id":13427,"section_number":"50-73.129","catch_line":"Effect of merger","url":"\/50-73.129\/","token":"50\/2.2\/9\/50-73.129","metadata":false},{"id":80490,"structure_id":13427,"section_number":"50-73.130","catch_line":"Repealed","url":"\/50-73.130\/","token":"50\/2.2\/9\/50-73.130","metadata":false},{"id":66295,"structure_id":13427,"section_number":"50-73.131","catch_line":"Statement of merger","url":"\/50-73.131\/","token":"50\/2.2\/9\/50-73.131","metadata":false}],"previous_section":{"id":54394,"structure_id":13427,"section_number":"50-73.127","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.127\/","token":"50\/2.2\/9\/50-73.127","metadata":false},"next_section":{"id":74044,"structure_id":13427,"section_number":"50-73.129","catch_line":"Effect of merger","url":"\/50-73.129\/","token":"50\/2.2\/9\/50-73.129","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.128\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2000, chapter 58<\/a>; in 2003, chapter 340<\/a>; in 2005, chapter 765<\/a>; in 2007, chapter 631<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"}],"refers_to":[{"id":75930,"section_number":"13.1-1069.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-1069.1\/"},{"id":75677,"section_number":"13.1-1257","catch_line":"Authorization for merger","order_by":null,"url":"\/13.1-1257\/"},{"id":85057,"section_number":"13.1-715.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-715.1\/"},{"id":65123,"section_number":"13.1-893.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-893.1\/"},{"id":66295,"section_number":"50-73.131","catch_line":"Statement of merger","order_by":null,"url":"\/50-73.131\/"},{"id":83653,"section_number":"50-73.48:1","catch_line":"Merger","order_by":null,"url":"\/50-73.48_1\/"},{"id":54051,"section_number":"50-73.83","catch_line":"Execution, filing, and recording of statements; effective time and date; refunds; penalty","order_by":null,"url":"\/50-73.83\/"}],"permalink":{"id":234937,"object_type":"law","relational_id":77620,"identifier":"50-73.128","token":"50\/2.2\/9\/50-73.128","url":"\/50-73.128\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.128\/","token":"50\/2.2\/9\/50-73.128","dublin_core":{"Title":"Merger of partnerships","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.128","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Pursuant to a written plan of merger approved as provided in subsection C, a partnership<\/span> may be merged with one or more domestic or foreign partnerships, limited partnerships<\/span>, limited liability companies, business<\/span> trusts, or corporations if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The merger is not prohibited by the partnership agreement<\/span> of any domestic partnership that is a party<\/span> to the merger, and each domestic partnership party<\/span> to the merger approves the plan of merger in accordance with subsection C and complies with the terms of its partnership agreement<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Each domestic limited partnership<\/span> that is a party<\/span> to the merger complies with the applicable provisions of Article 7.1 (§ 50-73.48:1<\/a> et seq.) of Chapter 2.1 of this title; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Each domestic limited liability company that is a party<\/span> to the merger complies with the applicable provisions of Article 13 (§ 13.1-1069.1<\/a> et seq.) of Chapter 12 of Title 13.1; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Each domestic business<\/span> trust that is a party<\/span> to the merger complies with the applicable provisions of Article 11 (§ 13.1-1257<\/a> et seq.) of Chapter 14 of Title 13.1; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Each domestic corporation that is a party<\/span> to the merger complies with the applicable provisions of Article 12 (§ 13.1-715.1<\/a> et seq.) of Chapter 9 or Article 11 (§ 13.1-893.1<\/a> et seq.) of Chapter 10 of Title 13.1; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The merger is permitted by the laws<\/span> under which each foreign limited liability company, foreign partnership, foreign limited partnership<\/span>, foreign business<\/span> trust, and foreign corporation party<\/span> to the merger is organized, formed or incorporated, and each such foreign limited liability company, partnership, limited partnership<\/span>, business<\/span> trust, or corporation complies with those laws<\/span> in effecting the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The plan of merger shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of each partnership, limited partnership<\/span>, limited liability company, business<\/span> trust, or corporation that is a party<\/span> to the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the surviving entity into which the other partnerships, limited partnerships<\/span>, limited liability companies, business<\/span> trusts, or corporations will merge; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Whether the surviving entity is a partnership, a limited partnership<\/span>, a limited liability company, a business<\/span> trust, or a corporation and the status of each partner<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The terms and conditions of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The manner and basis of converting the interests of each party<\/span> to the merger into interests or obligations of the surviving entity, or into money or other property<\/span> in whole or part; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The street address of the surviving entity’s principal office<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The plan of merger shall be approved: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In the case of a partnership that is a party<\/span> to the merger, by all of the partners<\/span>, or a number or percentage specified for merger in the partnership agreement<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of a limited partnership<\/span> that is a party<\/span> to the merger, by the vote required for approval of a merger by the law<\/span> of the state<\/span> or foreign jurisdiction<\/span> in which the limited partnership<\/span> is organized and, in the absence of such a specifically applicable law<\/span>, by all of the partners<\/span>, notwithstanding a provision to the contrary in the partnership agreement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> 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. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The merger takes effect on the later of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The approval of the plan of merger by all parties to the merger, as provided in subsection C; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The filing of all documents required by law<\/span> to be filed as a condition to the effectiveness of the merger; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any later effective date stated pursuant to subsection J of § 50-73.83<\/a> in a statement<\/span> of merger filed pursuant to § 50-73.131<\/a> or, if no statement<\/span> of merger is filed, any effective date specified in the plan of merger. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER OF PARTNERSHIPS (\u00a7 50-73.128)\n\nA. Pursuant to a written plan of merger approved as provided in subsection C, a\npartnership may be merged with one or more domestic or foreign partnerships,\nlimited partnerships, limited liability companies, business trusts, or\ncorporations if:\n\n 1. The merger is not prohibited by the partnership agreement of any domestic\n partnership that is a party to the merger, and each domestic partnership party\n to the merger approves the plan of merger in accordance with subsection C and\n complies with the terms of its partnership agreement;\n\n 2. Each domestic limited partnership that is a party to the merger complies\n with the applicable provisions of Article 7.1 (§ 50-73.48:1 et seq.) of\n Chapter 2.1 of this title;\n\n 3. Each domestic limited liability company that is a party to the merger\n complies with the applicable provisions of Article 13 (§ 13.1-1069.1 et\n seq.) of Chapter 12 of Title 13.1;\n\n 4. Each domestic business trust that is a party to the merger complies with\n the applicable provisions of Article 11 (§ 13.1-1257 et seq.) of Chapter\n 14 of Title 13.1;\n\n 5. Each domestic corporation that is a party to the merger complies with the\n applicable provisions of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9\n or Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1; and\n\n 6. The merger is permitted by the laws under which each foreign limited\n liability company, foreign partnership, foreign limited partnership, foreign\n business trust, and foreign corporation party to the merger is organized,\n formed or incorporated, and each such foreign limited liability company,\n partnership, limited partnership, business trust, or corporation complies with\n those laws in effecting the merger.\n\nB. The plan of merger shall set forth:\n\n 1. The name of each partnership, limited partnership, limited liability\n company, business trust, or corporation that is a party to the merger;\n\n 2. The name of the surviving entity into which the other partnerships, limited\n partnerships, limited liability companies, business trusts, or corporations\n will merge;\n\n 3. Whether the surviving entity is a partnership, a limited partnership, a\n limited liability company, a business trust, or a corporation and the status\n of each partner;\n\n 4. The terms and conditions of the merger;\n\n 5. The manner and basis of converting the interests of each party to the\n merger into interests or obligations of the surviving entity, or into money or\n other property in whole or part; and\n\n 6. The street address of the surviving entity’s principal office.\n\nC. The plan of merger shall be approved:\n\n 1. In the case of a partnership that is a party to the merger, by all of the\n partners, or a number or percentage specified for merger in the partnership\n agreement; and\n\n 2. In the case of a limited partnership that is a party to the merger, by the\n vote required for approval of a merger by the law of the state or foreign\n jurisdiction in which the limited partnership is organized and, in the absence\n of such a specifically applicable law, by all of the partners, notwithstanding\n a provision to the contrary in the partnership agreement.\n\nD. After a plan of merger is approved and before the merger takes effect, the\nplan may be amended or abandoned as provided in the plan.\n\nE. The merger takes effect on the later of:\n\n 1. The approval of the plan of merger by all parties to the merger, as\n provided in subsection C;\n\n 2. The filing of all documents required by law to be filed as a condition to\n the effectiveness of the merger; or\n\n 3. Any later effective date stated pursuant to subsection J of § 50-73.83\n in a statement of merger filed pursuant to § 50-73.131 or, if no\n statement of merger is filed, any effective date specified in the plan of\n merger.\n\nHISTORY: 1996, c. 292; 2000, c. 58; 2003, c. 340; 2005, c. 765; 2007, c. 631;\n2016, c. 288.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}