(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and (2) In a record, by each partner of a domestic converting limited partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (i) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and (ii) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision. (b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
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