§ 45-10.2-99 — Effective date of conversion - Effect

North Dakota § 45-10.2-99

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

1. A conversion is effective when the filing requirements of subsection 2 of section
45-10.2-97 have been fulfilled or on a later date specified in the articles of conversion.
2. With respect to the effect of conversion on the converting organization and on the
converted organization:
a. An organization that has been converted as provided in sections 45-10.2-94
through 45-10.2-99 is for all purposes the same entity that existed before the
conversion.
b. Upon a conversion becoming effective:
(1) If the converted organization:
(a) Is a limited partnership, then the converted organization has all the
rights, privileges, immunities, and powers, and is subject to all the
duties and liabilities, of a limited partnership formed under this
chapter; or
(b) Is not a limited partnership, then the converted organization has all the
rights, privileges, immunities, and powers, and is subject to the duties
and liabilities as provided in its governing statute;
(2) All property owned by the converting organization remains vested in the
converted organization;
(3) All debts, liabilities, and other obligations of the converting organization
continue as obligations of the converted organization;
(4) An action or proceeding pending by or against the converting organization
may be continued as if the conversion had not occurred;
(5) Except as otherwise provided by other law, all rights, privileges, immunities,
and powers of the converting organization remain vested in the converted
organization;
(6) Except as otherwise provided in the plan of conversion, the terms and
conditions of the plan of conversion take effect; and
(7) Except as otherwise agreed, the conversion does not dissolve a converting
limited partnership for the purposes of sections 45-10.2-66 through
45-10.2-75.
3. When a conversion becomes effective, each ownership interest in the converting
organization is deemed to be converted into ownership interests in the converted
organization or, in whole or in part, into money or other property to be received under
the plan.
4. A converted organization that is a foreign organization consents to the jurisdiction of
the courts of this state to enforce any obligations owed by the converting limited

partnership, if before the conversion the converting limited partnership was subject to
suit in this state on the obligation. A converted organization that is a foreign
organization and not authorized to transact business or conduct activities in this state
appoints the secretary of state as its agent for service of process for purposes of
enforcing an obligation under this subsection.