Montana Code 35-12-1515. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
35-12-1515. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (1) If a partner of a converting limited partnership or constituent limited partnership will have personal liability with respect to a converted organization or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:
Terms Used In Montana Code 35-12-1515
- 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.
- Constituent limited partnership: means a constituent organization that is a limited partnership. See Montana Code 35-12-1501
- Converted organization: means the organization into which a converting organization converts pursuant to 35-12-1502 through 35-12-1505. See Montana Code 35-12-1501
- Converting limited partnership: means a converting organization that is a limited partnership. See Montana Code 35-12-1501
- General partner: means a general partner of a limited partnership. See Montana Code 35-12-1501
- Organization: means a general partnership, including a limited liability partnership; a limited partnership, including a limited liability limited partnership; a limited liability company; a business trust; a corporation; or any other person having a governing statute. See Montana Code 35-12-1501
- 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.
- Personal liability: means personal liability for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a)by the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(b)by the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. See Montana Code 35-12-1501
(a)the limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(b)the partner has consented to the provision of the partnership agreement.
(2)An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a)the limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
(b)each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(3)A partner does not give the consent required by subsection (1) or (2) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.