§ 347.125 — Partnership, limited partnership, or registered limited liability partnerships may convert to limited liability company — articles of organization, contents — title to property, effect — creditors rights, effect.

Missouri § 347.125

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 347: Limited Liability Companies — Merger and Consolidation of Business Organizations

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1.  A general or limited partnership formed under the laws of this state may convert to a limited liability company by filing articles of organization that meet the requirements of section 347.039 and include the following:

(1)  The name of the former general partnership or limited partnership;

(2)  In the case of a limited partnership, the date and place of filing of the initial certificate of limited partnership of the former limited partnership and any application for registration as a limited liability limited partnership; and

(3)  In the case of a general partnership, the date of filing of any fictitious name registration of the former general partnership or any application for registration as a limited liability partnership.

2.  Nothing in this section shall be construed to require, or deemed to constitute, a dissolution of the general partnership or limited partnership prior to its conversion to a limited liability company as permitted in this section.

3.  When a general partnership or limited partnership is converted to a limited liability company pursuant to this section, the title to any real or personal property or any interest therein and all rights, privileges, powers, debts, causes of action vested in the former partnership shall be deemed to be transferred to and vested in such limited liability company without further act or deed.  Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the partnership to the limited liability company.

4.  When a general partnership or limited partnership is converted to a limited liability company pursuant to this section, all duties, debts, liens, liabilities and rights of creditors as against the former partnership and its partners shall continue without impairment and shall attach to the limited liability company.  Any existing claim, action or proceeding pending by or against the partnership or its partners may be prosecuted to judgment as if the conversion had not taken place, or against the limited liability company to the same extent as if such duties, debts, liens and liabilities had been incurred or contracted by it.  A judgment against the partnership constitutes a lien against the limited liability company and may be enforced against the limited liability company.

5.  In the case of a conversion of a general or limited partnership to a limited liability company pursuant to this section, the fictitious name registration, certificate of limited partnership of the general or limited partnership and any application for registration as a limited liability partnership or limited liability limited partnership shall be deemed cancelled by the filing of the articles of organization by the secretary of state pursuant to this section.

Legislative History

(L. 1993 S.B. 66 & 20 § 359.777, A.L. 1997 H.B. 655 merged with S.B. 170) Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)