NRS 92A.140
Approval of plan of merger, conversion or exchange for domestic limited partnership.

1.

Unless otherwise provided in the partnership agreement or the certificate of limited partnership, a plan of merger, conversion or exchange involving a domestic limited partnership must be approved by all general partners and by limited partners who own a majority in interest of the partnership then owned by all the limited partners. If the partnership has more than one class of limited partners, the plan of merger, conversion or exchange must be approved by those limited partners who own a majority in interest of the partnership then owned by the limited partners in each class.

2.

For the purposes of this section, “majority in interest of the partnership” means a majority of the interests in capital and profits of the limited partners of a domestic limited partnership which:

(a)

In the case of capital, is determined as of the date of the approval of the plan of merger, conversion or exchange.

(b)

In the case of profits, is based on any reasonable estimate of profits for the period beginning on the date of the approval of the plan of merger, conversion or exchange and ending on the anticipated date of the termination of the domestic limited partnership, including any present or future division of profits distributed pursuant to the partnership agreement.

3.

If any partner of a domestic limited partnership, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the partner will be the owner of an owner’s interest in the resulting entity, then that partner must also approve the plan of conversion.

Source: Section 92A.140 — Approval of plan of merger, conversion or exchange for domestic limited partnership., https://www.­leg.­state.­nv.­us/NRS/NRS-92A.­html#NRS92ASec140.

92A.100
Authority for merger 92A.105
Authority for conversion 92A.110
Authority for exchange 92A.120
Approval of plan of merger, conversion or exchange for domestic corporation. 92A.130
Approval of plan of merger for domestic corporation: Conditions under which action by stockholders of surviving corporation is not required. 92A.133
Circumstances under which vote of stockholders of publicly traded corporation not required to authorize merger in which publicly traded corporation is constituent entity. 92A.135
Approval of plan of conversion for domestic general partnership. 92A.140
Approval of plan of merger, conversion or exchange for domestic limited partnership. 92A.150
Approval of plan of merger, conversion or exchange for domestic limited-liability company. 92A.160
Approval of plan of merger or exchange for domestic nonprofit corporation. 92A.162
Approval of plan of merger, conversion or exchange for nonprofit cooperative corporation. 92A.165
Approval of plan of merger, conversion or exchange for domestic business trust. 92A.170
Abandonment of planned merger, conversion or exchange before filing of articles. 92A.175
Termination of planned merger, conversion or exchange after filing of articles. 92A.180
Merger of subsidiary into parent or parent into subsidiary. 92A.190
Merger or exchange with foreign entity. 92A.195
Conversion of foreign or domestic entity or foreign or domestic general partnership. 92A.200
Filing requirements for mergers or exchanges 92A.205
Filing requirements for conversions. 92A.207
Form required for filing of records. 92A.210
Filing fees. 92A.220
Duty when entire plan of merger, conversion or exchange is not set forth in articles. 92A.230
Signing of articles of merger, conversion or exchange. 92A.240
Effective date and time of merger, conversion or exchange 92A.250
Effect of merger, conversion or exchange. 92A.260
Liability of owner after merger, conversion or exchange. 92A.270
Domestication of undomesticated organization. 92A.280
Cancellation of filings.
Last Updated

Jun. 24, 2021

§ 92A.140’s source at nv​.us