Section 32.06.905. Merger of partnerships.

   (a) Under a plan of merger approved under (c) of this section, a partnership may be merged with one or more partnerships.
   (b) The plan of merger must state
        (1) the name of each partnership that is a party to the merger;
        (2) the name of the surviving entity into which the other partnerships will merge;
        (3) the terms and conditions of the merger;
        (4) the manner and basis of converting all or part of the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property; and
        (5) the street address of the surviving entity's chief executive office.
   (c) The plan of merger must be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.
   (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 takes effect on the later of
        (1) the approval of the plan of merger by all parties to the merger under (c) of this section;
        (2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
        (3) an effective date specified in the plan of merger.
   (f) A merger in which a partnership and another form of entity are parties is governed by AS 10.55 (Alaska Entity Transactions Act).

Authorities

10.55.201;32.06.702;32.06.703;32.06.908

Notes

References

AS 10.55.201 Merger authorized.
AS 32.06.702 Dissociated partner's power to bind and liability to partnership.
AS 32.06.703 Dissociated partner's liability to other persons.
AS 32.06.908 Nonexclusivity.

History

(Sec. 6 ch 115 SLA 2000; am Sec. 15 - 18 ch 60 SLA 2013)