(a)When a conversion becomes effective:
(1)the converted entity is:
(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 continues to be vested in
the converted entity without transfer, reversion, or impairment;
(3)all debts, obligations, and other liabilities of the converting
entity continue as debts, obligations, and other liabilities of the
converted entity;
(4)except as otherwise provided by law or the plan of conversion,
all the rights, privileges, immunities, powers, and purposes of the
converting entity 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 ac
Free access — add to your briefcase to read the full text and ask questions with AI
(a) When a conversion becomes effective:
(1) the converted entity is:
(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 continues to be vested in
the converted entity without transfer, reversion, or impairment;
(3) all debts, obligations, and other liabilities of the converting
entity continue as debts, obligations, and other liabilities of the
converted entity;
(4) except as otherwise provided by law or the plan of conversion,
all the rights, privileges, immunities, powers, and purposes of the
converting entity 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 record
is effective;
(7) the private organic rules of the converted entity which are to
be in a record, if any, approved as part of the plan of conversion
are effective;
(8) a proceeding pending against any party to the conversion may
be continued as if the conversion did not occur or the surviving
entity may be substituted in the proceeding for the entity whose
existence ceased; and
(9) the interests in the converting entity are converted, and the
interest holders of the converting entity are entitled only to the
rights provided to them under the plan of conversion and to any
appraisal rights they have under IC 23-0.6-1-8 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 does not give rise to any rights
that an interest holder, governing person, or third party would 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
becomes subject to interest holder liability with respect to a domestic
entity as a result of a conversion has interest holder liability only to the
extent provided by the organic law of the entity and only for those
debts, obligations, and other liabilities that are incurred after the
conversion becomes effective.
(d) When a conversion becomes effective, the interest holder
liability of a person that ceases to hold an interest in a domestic
converting entity with respect to which the person had interest holder
liability is subject to the following rules:
(1) The conversion does not discharge any interest holder liability
under the organic law of a domestic converting entity to the extent
the interest holder liability was incurred before the conversion
became effective.
(2) The person does not have interest holder liability under the
organic law of a domestic converting entity for any debt,
obligation, or other liability that is incurred after the conversion
becomes effective.
(3) The organic law of the domestic converting entity continues
to apply to the release, collection, or discharge of any interest
holder liability preserved under subdivision (1) as if the
conversion had not occurred.
(4) The person has whatever rights of contribution from any other
person as are provided by other law or the organic rules of the
domestic converting entity with respect to any interest holder
liability preserved under subdivision (1) as if the conversion had
not occurred.
(e) When a conversion becomes effective, a foreign entity that is the
converted entity may be served with process in this state for the
collection and enforcement of any of its debts, obligations, and other
liabilities in accordance with applicable law.
(f) If the converting entity is a registered foreign entity, its
registration to do business in this state is canceled when the conversion
becomes effective.
(g) A conversion does not require the entity to wind up its affairs
and does not constitute or cause the dissolution of the entity.