(a) 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:
(1) 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
(2) the partner has consented to the provision of the partnership agreement.
(b) 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:
(1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) 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.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Chapter 47 - Uniform Limited Partnership Act (2001)
Subchapter 11 - Conversion and Merger
§ 4-47-1103. Action on plan of conversion by converting limited partnership
§ 4-47-1104. Filings required for conversion — Effective date
§ 4-47-1105. Effect of conversion
§ 4-47-1107. Action on plan of merger by constituent limited partnership
§ 4-47-1108. Filings required for merger — Effective date
§ 4-47-1111. Liability of general partner after conversion or merger