N.H. Rev. Stat. § 304-A:59

Current through the 2024 Legislative Session

Section 304-A:59 - Merger of Partnerships

I.Pursuant to a plan of merger approved as provided in paragraph III, a partnership may be merged with one or more partnerships, or with one or more limited partnerships or limited liability companies to the extent permitted by the laws applicable to such entities.

II.The plan of merger must set forth:

(a) The name of each partnership, limited partnership, or limited liability company that is a party to the merger;

(b) The name of the surviving entity into which the other partnerships, limited partnerships, or limited liability companies will merge;

(c) Whether the surviving entity is a partnership, a limited partnership, or a limited liability company and the status of each partner;

(d) The terms and conditions of the merger;

(e) 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

(f) The street address of the surviving entity's chief executive office.

III.The plan of merger must be approved:

(a) In the case of a partnership that is a party to the merger, by all of the partners;

(b) 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; and

(c) In the case of a limited liability company that is a party to the merger by the vote required by the law of the jurisdiction in which the limited liability company is organized.

IV.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.

V.A merger takes effect:

(a) If a certificate of merger is required to be filed pursuant to RSA 304-A:61, upon the effective date of the certificate of merger; or

(b) If a certificate of merger is not required to be filed pursuant to RSA 304-A:61, upon the approval of the plan of merger by all parties to the merger as provided in paragraph III unless the plan of merger specifies a delayed effective date and time, in which event the merger shall take effect upon such specified date and time.

RSA 304-A:59

1997, 120:9, eff. Aug. 8, 1997.