(a) 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:
         (1) the limited partnership’s partnership agreement
    
provides for the approval of the merger with the consent of fewer than all the partners; and
        (2) the partner has consented to the provision of the
    
partnership agreement.
    (b) 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:

Terms Used In Illinois Compiled Statutes 805 ILCS 215/1110

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.

         (1) the limited partnership’s partnership agreement
    
provides for the amendment with the consent of less than all the general partners; and
        (2) each general partner that does not consent to the
    
amendment has consented to the provision of the partnership agreement.
    (c) 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.
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