Division 2 Transformation of General Partnership or Limited Partnership into Private Limited Company or Public Limited Company

§ 492. Transformation report

A transformation report need not be prepared if all the partners of the general partnership or limited partnership being transformed are managing partners of the company.

§ 493. Transformation resolution

(1)

A transformation resolution shall be adopted if all the partners vote in favour.

(2)

The partnership agreement may prescribe that a transformation resolution shall be adopted if more than two-thirds of the votes of the partners are in favour.

§ 494. Application of foundation provisions

The provisions of §§ 256-271 of this Code shall not apply to the transformation of a general partnership or limited partnership into a public limited company.

§ 495. Liability of partners

If a general partnership or limited partnership is transformed into a private limited company or public limited company, a general partner shall be liable for the obligations of the company being transformed for which the due date for performance has arrived or will arrive within five years after entry of the transformation in the commercial register.