Conversion Or Merger Of Pships

Question 1

Conversion

Answer 1

A pship or LP undergoes a conversion when it changes to another organization.

A pship or LP that has been converted is essentially the same entity that existed before conversion, and all liabilities continue as obligations of the converted entity.

Question 2

How can a GP convert?

Answer 2

All partners must consent.

Question 3

How can a LP convert?

Answer 3

All GPs must consent as well as LPs who own a majority of the rights to receive distributions.

Question 4

Merger

Answer 4

A pship may be merged with another pship, LP, corp, or any other entity formed pursuant to law.

A plan of merger must be approved by all GPs in a GP, and all GPs and those LPs who own a majority of the rights to receive distributions in a LP.

Question 5

Liability of partner and GP after conversion or merger

Answer 5

Conversion and merger do not destroy personal liability for obligations of an organization that was converted or merged.