Nevada Revised Statutes Title 7. Business Associations; Securities; Commodities § 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. 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.

3. As used in this section, “majority in interest of the partnership” means a majority of the total contributions of the limited partners to the capital of the partnership, as adjusted from time to time to reflect properly any additional contributions or withdrawals by the partners.