(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 plan of merger are ineffective without that partner's consent to the plan.
(b) An amendment to a certificate of formation which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general 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 9A - Alabama Limited Partnership Law.
Article 10 - Conversions and Mergers.
Section 10A-9A-10.01 - Definitions.
Section 10A-9A-10.02 - Conversion.
Section 10A-9A-10.03 - Action on Plan of Conversion by Converting Limited Partnership.
Section 10A-9A-10.04 - Filings Required for Conversion; Effective Date.
Section 10A-9A-10.05 - Effect of Conversion.
Section 10A-9A-10.06 - Merger.
Section 10A-9A-10.07 - Action on Plan of Merger by Constituent Limited Partnership.
Section 10A-9A-10.08 - Filings Required for Merger; Effective Date.
Section 10A-9A-10.09 - Effect of Merger.
Section 10A-9A-10.11 - Liability of General Partner After Conversion or Merger.