35-8-1216 . Effect of conversion of limited liability company to domestic corporation or limited liability partnership.
(1)When a conversion becomes effective:
(a)all property owned by and every contract right possessed by the converting limited liability company remain the property and contract rights of the converted domestic corporation or limited liability partnership without transfer, reversion, or impairment;
(b)all debts, obligations, and other liabilities of the converting limited liability company remain the debts, obligations, and other liabilities of the converted domestic corporation or limited liability partnership;
(c)the name of the converted domestic corporation or limited liability partnership may be but need not be substituted for the name of the converting limited li
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35-8-1216 . Effect of conversion of limited liability company to domestic corporation or limited liability partnership. (1) When a conversion becomes effective:
(a) all property owned by and every contract right possessed by the converting limited liability company remain the property and contract rights of the converted domestic corporation or limited liability partnership without transfer, reversion, or impairment;
(b) all debts, obligations, and other liabilities of the converting limited liability company remain the debts, obligations, and other liabilities of the converted domestic corporation or limited liability partnership;
(c) the name of the converted domestic corporation or limited liability partnership may be but need not be substituted for the name of the converting limited liability company in any pending action or proceeding;
(d) if the converted entity is a domestic corporation, its articles of incorporation and bylaws become effective;
(e) if the converted entity is a domestic limited liability partnership, the application of registration of the limited liability partnership and its partnership agreement become effective;
(f) the interests of the converting limited liability company are reclassified into shares, interests or other securities, obligations, rights to acquire shares, eligible interests or other securities, cash, or other property in accordance with the terms of the plan of conversion, and the members and transferees of interests of the converting limited liability company are entitled only to the rights provided to them by those terms and to any contractual appraisal rights they may have under the articles of organization or the operating agreement of the converting limited liability company; and
(g) the converted domestic corporation or limited liability partnership is:
(i) incorporated or created under and subject to the provisions of provisions of Title 35, chapter 14, in the case of a converted domestic corporation and the provisions of Title 35, chapter 10, applicable to a limited liability partnership in the case of a converted domestic limited liability partnership;
(ii) the same entity without interruption as the converting limited liability company; and
(iii) considered to have been incorporated or created on the date that the converting limited liability company was originally organized.
(2) Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a domestic limited liability partnership, an interest holder of the converting limited liability company who becomes subject to interest holder liability with respect to a domestic corporation or limited liability partnership as a result of the conversion has the interest holder liability only with respect to interest holder liabilities that arise after the conversion becomes effective.
(3) Except as otherwise provided in the organic law or the organic rules of the converting limited liability company, the interest holder liability of an interest holder in a converting limited liability company that converts to a domestic corporation or a limited liability partnership who had interest holder liability with respect to that converting limited liability company before the conversion becomes effective is as follows:
(a) The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.
(b) The provisions of the organic law of the converting limited liability company continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (3)(a) as if the conversion had not occurred.
(c) The interest holder has the rights of contribution from other persons that are provided by the organic law or the organic rules of the converting limited liability company with respect to any interest holder liabilities preserved by subsection (3)(a) as if the conversion had not occurred.
(d) The interest holder does not, by reason of the prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.
(4) A conversion does not require the converting limited liability company to wind up its affairs and does not constitute or cause the dissolution or termination of the converting limited liability company.