(a) Pursuant to a plan of merger approved pursuant to subsection (c), a partnership may be merged with or into one or more partnerships, foreign partnerships, corporations, foreign corporations, limited liability companies, foreign limited liability companies, limited partnerships, foreign limited partnerships, or other domestic or foreign entities.
(b) A plan of merger must include the:
(1) name of each entity that is a party to the merger;
(2) name of the surviving entity into which the other entities are to merge;
(3) type of organization of the surviving entity;
(4) terms and conditions of the merger;
(5) manner and basis for 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 in part; and
(6) street address of the surviving entity's principal place of business.
(c) A plan of merger must be approved by:
(1) all the partners or the number or percentage of the partners required for merger in the partnership agreement, in the case of a partnership or a domestic limited partnership that is a party to the merger;
(2) all the members or the number or percentage of members specified in the operating agreement, in the case of a limited liability company that is a party to the merger;
(3) the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized, in the case of a foreign limited liability company that is a party to the merger; or
(4) the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of that requirement, by all the owners of interests in the entity, in the case of any other entities that are parties to the merger.
(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) Unless the surviving entity is a general partnership, the merger is effective upon the filing of the articles of merger with the Secretary of State or at a later date the articles may provide. Filing of the articles of merger is not required if the surviving entity is a general partnership. If the surviving entity is a general partnership, the merger is effective when the agreement is signed.
(f)(1) If a partnership that owns real property in South Carolina is converted to another entity by articles of merger, the newly-named surviving, acquiring, or reorganizing partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions in Section 33-1-200 and containing the old and new names of the partnership and describing the real property owned by that partnership; or
(ii) filing a certified copy of the articles of merger including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing partnership.
(3) The affidavit or filed articles must be duly indexed in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving real estate owned by the affected partnership that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 2.