West Virginia Code 47B-9-5 – Merger of partnerships
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.
Terms Used In West Virginia Code 47B-9-5
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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.
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
(b) The plan of merger must set forth:
(1) The name of each partnership or limited partnership that is a party to the merger;
(2) The name of the surviving entity into which the other partnerships or limited partnerships will merge;
(3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of 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 part; and
(6) The street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary 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, as provided in subsection (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) Any effective date specified in the plan of merger.