Kansas Statutes 56a-905. Merger of partnerships
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships.
(b) The plan of merger must set forth:
Terms Used In Kansas Statutes 56a-905
- 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.
- Property: includes personal and real property. See Kansas Statutes 77-201
(1) The name of each partnership that is a party to the merger;
(2) the name of the surviving partnership into which the other partnerships will merge;
(3) the terms and conditions of the merger;
(4) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving partnership, or into money or other property in whole or part; and
(5) the street address of the surviving partnership’s principal 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 filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(2) any 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 the business entity transactions act, Kan. Stat. Ann. § 17-78-101 et seq., and amendments thereto.