§ 34-636 — Effect of conversion.

(a) When a conversion becomes effective: (1) The converted entity shall be (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) All property of the converting entity shall continue to be vested in the converted entity without assignment, reversion or impairment; (3) All liabilities of the converting entity shall continue as liabilities of the converted entity; (4) Except as provided by law, other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity shall remain in the converted entity; (5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (6) If a converted entity is a filing entity, its public organic document shall be effective and binding on its interest holders; (7) If the converted entity is a limited liability partnership, its certificate of limited liability partnership shall be effective simultaneously; (8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and (9) The interests in the converting entity shall be converted, and the interest holders of the converting entity shall be entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 34-607 and the converting entity's organic law. (b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the converting entity. (c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective. (d) When a conversion becomes effective: (1) The conversion shall not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective; (2) A person shall not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective; (3) The organic law of a domestic converting entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred; and (4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred. (e) When a conversion becomes effective, a foreign entity that is the converted entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) if it is not a qualified foreign entity, shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing such liabilities. (f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity shall be canceled when the conversion becomes effective. (g) A conversion shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.

Legislative History

(P.A. 11-241, S. 27; P.A. 24-70, S. 11.) History: P.A. 11-241 effective January 1, 2014; P.A. 24-70 amended Subsec. (e)(2) to add reference to not being a qualified foreign entity and make a technical change.