(a) A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 – 61-3-1109 by approving a plan of merger. The plan must be in a record and contain:

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Terms Used In Tennessee Code 61-3-1105

  • 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.
  • Jurisdiction of formation: means the jurisdiction whose laws govern the internal affairs of an entity. See Tennessee Code 61-3-101
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
  • Organic rules: means the public organic record and private organic rules of an entity. See Tennessee Code 61-3-1101
  • 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.
  • Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Plan of merger: means a plan under §. See Tennessee Code 61-3-1101
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Tennessee Code 61-3-101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
  • Type of entity: means a generic form of entity:
    (A) Recognized at common law. See Tennessee Code 61-3-1101
(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2) If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to:

(A) Its public organic record, if any; and
(B) Its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger:

(A) Its proposed public organic record, if any; and
(B) The full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
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