1.__Consent for personal liability; exceptions.__If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:

A.__The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and

B.__The partner has consented to the provision of the partnership agreement.

2.__Consent required for amendment to certificate; exception.__ An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:

A.__The limited partnership's partnership agreement provides for the amendment with the consent of fewer than all the general partners; and

B.__Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

3.__Insufficient consent.__A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

§1441.__Liability of general partner after conversion or merger

1.__Liability not discharged.__A conversion or merger under this subchapter does not discharge any liability under sections 1354 and 1377 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:

A.__The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;

B.__For the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and