§1093. Conversion of partnership to a business entity








1. Conversion. 
A partnership or a limited liability partnership may be converted to a limited partnership,
limited liability limited partnership, corporation or limited liability company pursuant
to this section.


[
2005, c. 543, Pt. A, §2 (NEW)
.]








2. Terms and conditions. 
The terms and conditions of a conversion of a partnership to a limited partnership,
limited liability limited partnership, corporation or limited liability company must
be approved by all of the partners or as otherwise provided in the partnership agreement.


[
2005, c. 543, Pt. A, §2 (NEW)
.]








3. Organizational documents filed. 
After the conversion is approved by the partners, articles of conversion must be
executed on behalf of the converting entity by a partner or other duly authorized
representative. The articles must:





A. Set forth the name of the entity immediately before the filing of the articles of
conversion and the name to which the name of the entity is to be changed, which must
be a name that satisfies the organic law of the surviving entity; [2005, c. 543, Pt. A, §2 (NEW).]










B. State the type of entity that the surviving entity will be; [2005, c. 543, Pt. A, §2 (NEW).]










C. Set forth a statement that the plan of entity conversion was duly approved by the
partners in the manner required by this Act and the partnership agreement; and [2005, c. 543, Pt. A, §2 (NEW).]










D. If the surviving entity is a filing entity, either contain all the provisions required
to be set forth in its public organic document with any other desired provisions that
are permitted or have attached a public organic document. [2005, c. 543, Pt. A, §2 (NEW).]







[
2005, c. 543, Pt. A, §2 (NEW)
.]








4. Effective date of conversion. 
The conversion takes effect when the articles of conversion are filed or at any
later date specified in the articles of conversion or as provided by the organic laws
of the surviving entity.


[
2005, c. 543, Pt. A, §2 (NEW)
.]








5. Liability. 
A general partner who becomes a limited partner, general partner in a limited liability
limited partnership, shareholder or member as a result of the conversion remains liable
as a general partner of a partnership for an obligation incurred by the partnership
before the conversion takes effect. If the other party to a transaction with a limited
partnership, limited liability limited partnership, corporation or limited liability
company reasonably believes when entering the transaction that the limited partner,
general partner, shareholder or member is a general partner in a partnership or a
general partner in a limited partnership, the limited partner, general partner, shareholder
or member is liable for an obligation for which such partner would be personally liable
under section 1034 that is incurred by the limited partnership, limited liability
limited partnership, corporation or limited liability company within 90 days after
the conversion takes effect. The limited partner's, general partner's, shareholder's
or member's liability for all other obligations of the limited partnership, limited
liability limited partnership, corporation or limited liability company incurred after
the conversion takes effect is that of a limited partner, shareholder or member as
provided in the jurisdiction in which the limited partnership, limited liability limited
partnership, corporation or limited liability company is formed.


[
2005, c. 543, Pt. A, §2 (NEW)
.]





SECTION HISTORY

2005, c. 543, §A2 (NEW).