Minnesota § 321.1105 EFFECT OF CONVERSION

Minnesota Statutes

§ 321.1105 — EFFECT OF CONVERSION

Minnesota § 321.1105

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.1105 (EFFECT OF CONVERSION) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 321.1105 (2026).

Text

Subdivision 1.Same entity. An organization that has been converted pursuant to sections321.1102to321.1105is for all purposes the same entity that existed before the conversion. Subd. 2.Effect on converting organization. When a conversion takes effect:

(1)all property owned by the converting organization remains vested in the converted organization;

(2)all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;

(3)an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(4)except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organizat

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Subdivision 1.Same entity.
An organization that has been converted pursuant to sections321.1102to321.1105is for all purposes the same entity that existed before the conversion.

Subd. 2.Effect on converting organization.
When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of sections321.0801to321.0812.

Subd. 3.Foreign organization.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited partnership is liable if, before the conversion, the converting limited partnership was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 321.0117.