(a) Pursuant to a plan of merger approved pursuant to subsection (c), a limited partnership may be merged with or into one or more partnerships, foreign partnerships, corporations, foreign corporations, limited liability companies, foreign limited liability companies, limited partnerships, foreign limited partnerships, or other domestic or foreign entities.
(b) A plan of merger includes the:
(1) name of each entity that is a party to the merger;
(2) name of the surviving entity into which the other entities are to merge;
(3) type of organization of the surviving entity;
(4) terms and conditions of the merger;
(5) manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and
(6) street address of the surviving entity's principal place of business.
(c) A plan of merger must be approved by:
(1) all the partners or the number or percentage of the partners required for merger in the partnership agreement, in the case of a partnership or a domestic limited partnership that is a party to the merger;
(2) all the members or the number or percentage of members specified in the operating agreement, in the case of a limited liability company that is a party to the merger;
(3) the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized, in the case of a foreign limited liability company that is a party to the merger; or
(4) the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of that requirement, by all the owners of interests in the entity, in the case of any other entities that are parties to the merger.
(d) 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.
(e) The merger is effective upon the filing of the articles of merger with the Secretary of State or at a later date the articles may provide.
(f)(1) If a limited partnership that owns real property in South Carolina is converted to another entity by articles of merger, the newly-named surviving, acquiring, or reorganizing partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions in Section 33-1-200 and containing the old and new names of the limited partnership and describing the real property owned by that limited partnership; or
(ii) filing a certified copy of the articles of merger including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing partnership.
(3) The affidavit or filed articles must be duly indexed in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving real estate owned by the affected limited partnership that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 3.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 42 - Uniform Limited Partnership Act
Section 33-42-10. Short title.
Section 33-42-20. Definitions.
Section 33-42-40. Reservation of name.
Section 33-42-45. Assumed name.
Section 33-42-50. Specified office and agent.
Section 33-42-70. Nature of business.
Section 33-42-75. Limited partnerships activities, financial assistance, and duration.
Section 33-42-80. Business transactions of partner with partnership.
Section 33-42-210. Certificate of limited partnership.
Section 33-42-220. Amendment to certificate.
Section 33-42-230. Cancellation of certificate.
Section 33-42-240. Execution of certificates.
Section 33-42-250. Execution by judicial act.
Section 33-42-260. Filing in office of Secretary of State.
Section 33-42-270. Liability for false statement in certificate.
Section 33-42-280. Scope of notice.
Section 33-42-290. Delivery of certificates to limited partners.
Section 33-42-300. Affidavit of general partners' authority.
Section 33-42-310. Status of existing county filings.
Section 33-42-410. Admission of additional limited partners.
Section 33-42-430. Liabilities to third parties.
Section 33-42-440. Person erroneously believing himself limited partner.
Section 33-42-450. Information.
Section 33-42-610. Admission of additional or substitute general partners.
Section 33-42-620. Events of withdrawal.
Section 33-42-630. General powers and liabilities.
Section 33-42-640. Contributions by general partner.
Section 33-42-810. Form of contribution.
Section 33-42-820. Liability for contributions.
Section 33-42-830. Sharing of profits and losses.
Section 33-42-840. Sharing of distributions.
Section 33-42-1010. Interim distributions.
Section 33-42-1020. Withdrawal of general partner.
Section 33-42-1030. Withdrawal of limited partner.
Section 33-42-1040. Distribution upon withdrawal.
Section 33-42-1050. Distribution in kind.
Section 33-42-1060. Right to distribution.
Section 33-42-1070. Limitations on distribution.
Section 33-42-1080. Liability upon return of contribution.
Section 33-42-1210. Nature of partnership interest.
Section 33-42-1220. Assignment of partnership interest.
Section 33-42-1230. Rights of creditor.
Section 33-42-1240. Right of assignee to become limited partner.
Section 33-42-1250. Power of estate of deceased or incompetent partner.
Section 33-42-1410. Nonjudicial dissolution.
Section 33-42-1420. Judicial dissolution.
Section 33-42-1430. Winding up.
Section 33-42-1440. Distribution of assets.
Section 33-42-1610. Law governing.
Section 33-42-1620. Registration.
Section 33-42-1630. Issuance of registration.
Section 33-42-1650. Changes and amendments.
Section 33-42-1660. Cancellation of registration.
Section 33-42-1670. Transaction of business without registration.
Section 33-42-1680. Action of Attorney General.
Section 33-42-1690. Activities not deemed transacting business.
Section 33-42-1810. Right of action.
Section 33-42-1820. Proper plaintiff.
Section 33-42-2010. Construction and application.
Section 33-42-2020. Rules for cases not provided for in this chapter.
Section 33-42-2030. Severability.
Section 33-42-2040. Filing fees.
Section 33-42-2120. Articles of merger; contents; filing.
Section 33-42-2130. Effect of merger; service of process; liability for partnership obligations.