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§ 406. Meaning of contributiony
For the purposes of this chapter, the contribution of a partner of a general partnership or limited partnership shall be deemed to be a share.
§ 407. Content of merger agreement
- (1)
- If the acquiring company is a general partnership or limited partnership, the merger agreement shall, in addition to subsection 392 (1) of this Code, set out with regard to each partner or shareholder of the company being acquired whether the partner or shareholder will become a general partner or limited partner of the acquiring company and the amount of the contribution of the partner or shareholder.
- (2)
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A limited partner of a limited partnership, a shareholder of a private limited company or a shareholder of a public limited company being acquired who opposes the merger resolution shall become a limited partner of the acquiring company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 408. Merger report
A merger report need not be prepared if the partners of a merging general partnership or limited partnership are managing partners of the company.
§ 409. Merger resolution
- (1)
- A merger resolution shall be adopted if all the partners vote in favour.
- (2)
-
A partnership agreement may prescribe that the merger resolution shall be adopted if more than two-thirds of the partners vote in favour. If a partner of a general partnership or a general partner of a limited partnership being acquired opposes the merger resolution, the partner or general partner shall become a limited partner of the acquiring company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If a merger resolution may be made by a majority vote pursuant to the partnership agreement, a partner may demand an audit of the merger agreement at the expense of the company.
§ 410. Liability of partners
- (1)
- If a general partnership or limited partnership merges with a limited partnership, private limited company or public limited company, a general partner shall be liable for the obligations of the company being acquired for which the due date for performance has arrived or will arrive within five years after entry of the merger in the commercial register of the seat of the acquiring company.
- (2)
- If a general partnership or limited partnership merges with a limited partnership in which a general partner of the company being acquired is to become a general partner, the liability restriction prescribed in subsection (1) of this section shall not apply with regard to the general partner.
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