Montana Code 35-12-1511. Merger
35-12-1511. Merger. (1) A limited partnership may merge with one or more other constituent organizations pursuant to 35-12-1512 through 35-12-1514, this section, and a plan of merger if:
Terms Used In Montana Code 35-12-1511
- Constituent organization: means an organization that is party to a merger. See Montana Code 35-12-1501
- 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.
- 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.
- Statute: A law passed by a legislature.
- Surviving organization: means an organization into which one or more other organizations are merged. See Montana Code 35-12-1501
(a)the governing statute of each of the other organizations authorizes the merger;
(b)the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c)each of the other organizations complies with its governing statute in effecting the merger.
(2)A plan of merger must be in a record and must include:
(a)the name and form of each constituent organization;
(b)the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(c)the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(d)if the surviving organization is to be created by the merger, the surviving organization’s organizational documents; and
(e)if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.