§ 1006 — Conversion of partnership or limited partnership to limited liability company

§ 1006. Conversion of partnership or limited partnership to limited\nliability company. (a) As used in this article, unless the context\notherwise requires, the term, "limited partnership" means a limited\npartnership formed under the laws of this state; and the terms "general\npartner," "limited partner" and "majority in interest of the limited\npartners" shall have the meanings assigned to such terms in article\neight-A of the partnership law; and the term "partnership" shall have\nthe meaning assigned to such term in article two of the partnership law.\n (b) A partnership or limited partnership may be converted to a limited\nliability company pursuant to this section.\n (c) Subject to any requirements in the partnership agreement requiring\napproval by any lesser percentage in interest of partners, an agreement\nof conversion setting forth the terms and conditions of a conversion of\na partnership to a limited liability company must be approved by all of\nthe partners of the partnership. Subject to any requirement in the\npartnership agreement requiring approval by any greater or lesser\npercentage in interest of limited partners, which shall not be less than\na majority in interest, the terms and conditions of a conversion of a\nlimited partnership to a limited liability company must be approved (i)\nby such a vote of general partners as shall be required by the\npartnership agreement, or, if no provision is made, by all general\npartners, and (ii) by limited partners representing at least a majority\nin interest of each class of limited partners. The agreement of\nconversion shall be submitted to the general partners and limited\npartners of a limited partnership at a regular or special meeting called\non twenty days notice or such other notice as the partnership agreement\nmay provide. A dissenting limited partner shall have the rights provided\nin article eight-A of the partnership law and shall not be a member of\nthe converted limited liability company. Notwithstanding authorization\nby the partners of a partnership or general partners or limited partners\nof a limited partnership, the conversion to a limited liability company\nmay be abandoned pursuant to a provision for such abandonment, if any,\ncontained in the agreement of conversion.\n (d) The agreement of conversion shall set forth the terms and\nconditions of the conversion of the interests of partners of a\npartnership or general partners and limited partners of a limited\npartnership, as the case may be, into membership interests in the\nconverted limited liability company or the cash or other consideration\nto be paid or delivered as a result of the conversion of the interests\nof such partners, or a combination thereof.\n (e) In connection with any conversion approved under subdivision (c)\nof this section, the partnership or limited partnership shall file with\nthe department of state a signed certificate entitled "Certificate of\nConversion of ... (name partnership or limited partnership) to ... (name\nof limited liability company) under section one thousand six of the\nLimited Liability Company Law" and shall also satisfy the publication\nrequirements of section two hundred six of this chapter. Such\ncertificate shall include either:\n (A) (i) articles of organization for such limited liability company in\nthe same manner as if newly formed pursuant to section two hundred three\nof this chapter;\n (ii) a statement that the partnership or limited partnership was, in\naccordance with the provisions of this chapter, duly converted to a\nlimited liability company from a partnership or limited partnership, as\nthe case may be; and\n (iii) The name of such partnership or limited partnership and in the\ncase of a limited partnership the date its initial certificate was filed\nwith the department of state, or:\n (B) where such partnership or limited partnership is being converted\ninto a limited liability company formed pursuant to section two hundred\nthree of this chapter prior to the conversion,\n (i) the name of such partnership or limited partnership and in the\ncase of a limited partnership the date its initial certificate was filed\nwith the department of state;\n (ii) a statement that the partnership or limited partnership was, in\naccordance with the provisions of this chapter duly converted to a\nlimited liability company from a partnership or limited partnership, as\nthe case may be; and\n (iii) the name of the limited liability company and the date its\narticles of organization were filed with the department of state.\n (f) If the limited partnership is a domestic limited partnership, such\ndomestic limited partnership shall cancel its certificate of limited\npartnership pursuant to article eight-A of the partnership law. The\ncertificate of cancellation shall include the name of the limited\nliability company and a statement that the limited partnership will be\nconverted into a limited liability company upon the filing of such\ncertificate.\n (g) The conversion takes effect, in the case of a partnership, when\nthe certificate of conversion is filed with the department of state or\nat any later date specified in the certificate of conversion or, in the\ncase of a limited partnership, when the certificate of limited\npartnership is canceled.\n (h) A partner or, in the case of a limited partnership, a general\npartner who becomes a member of a limited liability company as a result\nof a conversion, remains liable as a partner or general partner, as the\ncase may be, for any debt, obligation, liability and penalty incurred by\nthe partnership or limited partnership before the conversion takes\neffect. A limited partner who becomes a member as a result of a\nconversion remains liable only as a limited partner for a debt,\nobligation, liability or penalty incurred by the limited partnership\nbefore the conversion takes effect. The partner's, general partner's or\nlimited partner's liability, if any, for a debt, obligation, liability\nor penalty incurred by the limited liability company after the\nconversion takes effect is that of a member as provided in this chapter.\n (i) A limited liability company whose original articles of\norganization were filed with the secretary of state and effective prior\nto the effective date of this subdivision shall continue to be governed\nby this section as in effect on such date and shall not be governed by\nthis section, unless otherwise provided in the operating agreement.\n