§ 21-178 — Effect of conversion

Nebraska § 21-178

• Jurisdiction: Nebraska
• Ch. 21: Corporations and Other Companies

Text

(RULLCA 1009) (a) An organization
that has been converted pursuant to sections 21-170 to 21-184 is for all purposes
the same entity that existed before the conversion.
(b) 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 the Nebraska
Uniform Limited Liability Company Act, 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 liability company for the purposes of sections 21-147 to 21-154 .
(c)
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 liability company is liable if, before the
conversion, the converting limited liability company was subject to suit in
this state on the debt, obligation, or other liability.

Legislative History

Source: Laws 2010, LB888, § 78.