HRS §425E-1110
When a conversion or merger needs partner consent
This section says that if a partner will be personally liable after a conversion or merger, the plan needs that partner's consent unless the partnership agreement allows it with fewer consents and the partner agreed to that rule. Removing limited liability status also needs each general partner's consent unless the agreement says otherwise. Agreeing to a general amendment rule is not the same as agreeing to this.
The statute, as written — Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
(a) 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 shall be ineffective without the consent of the partner, unless: (1) 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 (2) The partner has consented to this provision in the limited partnership's partnership agreement. (b) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless: (1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and (2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or (b) 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.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.