Unless otherwise provided in the partnership agreement, pursuant to a plan of merger approved as provided in subsection (d), one or more domestic partnerships may be merged with a domestic or foreign entity.
A domestic or foreign entity may be a party to the merger, or may be created by the terms of the plan of merger, only if:
The plan of merger must set forth:
The name of each entity that is a party to the merger;
The name of the entity that will be the survivor of the merger;
The plan of merger must be approved:
In the case of a domestic partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
In the case of a domestic limited liability partnership that is a party to a merger where the surviving entity is a partnership other than a limited liability partnership, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
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.
The merger takes effect on the later of:
The approval of the plan of merger by all parties to the merger, as provided in subsection (d);
The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
Any effective date specified in the plan of merger.
Structure Mississippi Code