Section 10-8A-905

Merger of partnerships and business entities.

(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more business entities, including another partnership.

(b) The plan of merger must set forth:

(1) the name of each business entity that is a party to the merger;

(2) the name of the surviving entity into which the other business entities will merge;

(3) the type of business entity of the surviving business entity and the status in the surviving business entity of each equity owner of a business entity that is a party to the merger;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving business entity, or into money or other property in whole or part; and

(6) the street address of the surviving business entity's chief executive office.

(c) The plan of merger must be approved:

(1) in the case of a partnership that is a party to the merger, by all of the partners or as otherwise provided in the partnership agreement;

(2) in the case of a business entity other than a partnership that is a party to the merger when the surviving business entity is a partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity is organized and, in the absence of such a specifically applicable law, by all of the equity owners who are to become partners, notwithstanding a provision to the contrary in the organizational documents of the business entity; and

(3) in the case of a business entity other than a partnership that is a party to the merger when the surviving business entity is not a partnership, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the business entity is organized and, in the absence of such a specifically applicable law, in accordance with the organization documents of the business entity.

(d) 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.

(e) The merger takes effect on the later of:

(1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c);

(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.

(Acts 1996, No. 96-528, p. 685, §1.)