(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner's consent to the plan.
(b) A statement of cancellation of the statement of limited liability partnership filed in connection with a conversion or merger is ineffective without each partner's written consent to such amendment.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 8A - Alabama Partnership Law
Article 9 - Conversions and Mergers.
Section 10A-8A-9.01 - Definitions.
Section 10A-8A-9.02 - Conversion.
Section 10A-8A-9.03 - Action on Plan of Conversion by Converting Partnership.
Section 10A-8A-9.04 - Filings Required for Conversion; Effective Date.
Section 10A-8A-9.05 - Effect of Conversion.
Section 10A-8A-9.07 - Action on Plan of Merger by Constituent Partnership.
Section 10A-8A-9.08 - Filings Required for Merger; Effective Date.
Section 10A-8A-9.09 - Effect of Merger.
Section 10A-8A-9.11 - Liability of Partner After Conversion or Merger.