Title 17 · WY

17-21-808 incurred after the conversion takes effect.

Citation: Wyo. Stat. § 17-21-808

Section: 17-21-808

17-21-903. Effect of conversion; entity unchanged.

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(i) All property owned by the converting partnership or limited partnership remains vested in the converted entity;

(ii) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and

(iii) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.

17-21-904. Merger of partnerships.

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships.

(b) The plan of merger shall set forth: (i) The name of each partnership or limited partnership that is a party to the merger;

(ii) The name of the surviving entity into which the other partnerships or limited partnerships will merge;

(iii) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(iv) The terms and conditions of the merger;

(v) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into cash or other property in whole or part; and

(vi) The street address of the surviving entity's chief executive office.

(i) In the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and

(ii) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and in the absence of such specifically applicable law, by all the partners notwithstanding a provision to the contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(i) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(ii) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(iii) Any effective date specified in the plan of merger. 17-21-905. Effect of merger.

(a) When a merger takes effect:

(i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;

(ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(iii) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(iv) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.

(b) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office, of any change of address and the email address of its chief executive officer. Upon receipt of process, the secretary of state shall mail or electronically submit a copy of the process to the surviving foreign partnership or limited partnership.

(i) All obligations of a party to the merger for which the partner was personally liable before the merger;

(ii) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and (iii) All obligations of the surviving entity incurred after the merger takes effect.

(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in W.S. 17-21-808(c) as if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under W.S. 17-21-701. The surviving entity is bound under W.S. 17-21-702 by an act of a partner dissociated under this subsection and the partner is liable under W.S. 17-21-703 for transactions entered into by the surviving entity after the merger takes effect.

17-21-906. Statement of merger.

(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.

(b) A statement of merger shall contain:

(i) The name of each partnership or limited partnership that is a party to the merger;

(ii) The name of the surviving entity into which the other partnerships or limited partnership were merged;

(iii) The street address of the surviving entity's chief executive office and of an office in this state, if any; and

(iv) Whether the surviving entity is a partnership or limited partnership.

(c) Except as provided in subsection (d) of this section and for purposes of W.S. 17-21-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(d) For purposes of W.S. 17-21-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger with the appropriate county clerk.

(e) A filed and where appropriate, recorded statement of merger, executed and declared to be accurate pursuant to W.S.