If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:
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:
The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
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 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
§ 79-14-1107. Action on plan of merger by constituent limited partnership
§ 79-14-1108. Filings required for merger; effective date
§ 79-14-1109. Effect of merger
§ 79-14-1110. Restrictions on approval of mergers and on relinquishing LLLP status