§10A-9-11.10. Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without such partner's written consent to such plan.

(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without each general partner's written consent to such amendment.

(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

(Act 2009-621, p. 1805, §1.)