Tennessee § 61-3-1113 - Amendment or abandonment of plan of conversion.

§ 61-3-1113. Amendment or abandonment of plan of conversion.

A plan of conversion of a domestic converting limited partnership may be amended: In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting partnership under the plan; The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. After a plan of conversion has been approved by a domestic converting limited partnership and before articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved. lf a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by the converting entity, shall be delivered to the secretary of state for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: The name of the converting limited partnership; The date on which the articles of conversion were filed by the secretary of state; and A statement that the conversion has been abandoned in accordance with this section. Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 29, 30. Amendments. The 2018 amendment substituted “articles of conversion” for “a statement of conversion” throughout (b) and (c) and made related changes; and substituted “shall be delivered” for “must be delivered” in the first sentence of the introductory paragraph of (c). Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.