48-2e-1123. Approval of merger.
(1) A plan of merger is not effective unless it has been approved: by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and in a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless: the partnership agreement of the limited partnership in a record provides for the approval of a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.
(3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.