(a) If a partner of a constituent limited partnership will have personal liability with respect to any organization as a result of a merger, approval and amendment of a plan of merger shall be ineffective without the consent of that partner, unless:
(1) The limited partnership’s partnership agreement provides for the approval of the merger with the consent of less 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 shall be ineffective without the consent of each general partner unless:
(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 shall not give the consent required by subsection (a) or (b) of this section 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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Section ReferencesThis section is referenced in § 29-701.07, § 29-704.06, and § 29-710.03.
Editor's NotesUniform Law: This section is based on § 1110 of the Uniform Limited Partnership Act (2001 Act).